What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2024-09-04 compared with 2023-03-30 · 2026 added, 1499 removed, 1003 unchanged (78% of the section changed)

CONTROLS AND PROCEDURES.

of Disclosure Controls and Procedures

13a-15(e) under the Exchange Act defines the term “disclosure controls and procedures” as those controls and procedures designed

to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded,

processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated

and communicated to the company’s management, including its principal executive and principal financial officers, or persons performing

similar functions, as appropriate to allow timely decisions regarding required disclosure.

Evaluation of Disclosure Controls and Procedures

Chief Executive Officer and our Chief Financial Officer are responsible for establishing and maintaining adequate disclosure controls

and procedures, as defined in Exchange Act Rules 13a-15(e) and 15d-15(e), as of the end of the period covered by this Report.

controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and

forms, and to ensure that information required to be disclosed by us in such reports is accumulated and communicated to our management,

including our Chief Executive Officer and Chief Financial Officer, where appropriate, to allow timely decisions regarding required disclosure.

the periods covered by this Form 10-K, management identified a material weakness in disclosure controls and procedures related to a lack

of personnel with sufficient expertise in generally accepted accounting principles (“GAAP”).

Specifically, the Company did

not have individuals with extensive GAAP experience to adequately assess and apply GAAP requirements in the preparation and review of

financial disclosures.

As a result of this material weakness, management has concluded that, as of February 29, 2024 the Company’s

disclosure controls and procedures were not effective.

Report on Internal Control Over Financial Reporting

is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange

Act Rule 13a-15(f) under the Exchange Act.

Our management, with the participation of our Chief Executive Officer, and Chief Financial

Officer, conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on its evaluation under

the framework, management has concluded that our internal control over financial reporting was effective as of December 31, 2022.

continuously seek to improve and strengthen our control processes to ensure that our controls and procedures are adequate and

Any failure to implement and maintain improvements in the controls over our financial reporting could cause us to fail to

meet our reporting obligations under the SEC’s rules and regulations.

Any failure to improve our internal controls to address the

weakness we have identified could also cause investors to lose confidence in our reported financial information, which could have a negative

impact on the trading price of our common stock.

This Report does not include an

attestation report of the Company’s registered independent public accounting firm regarding internal control over financial reporting,

which is not required for smaller reporting companies.

is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rule 13a-15(f).

Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in accordance with GAAP.

Our management, with the participation of

our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our control over financial reporting

based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

a result of this evaluation, management identified a material weakness in internal control over financial reporting related to a lack

of sufficient personnel with appropriate GAAP expertise.

Specifically, due to the complexity and evolving nature of certain accounting

standards under GAAP, management determined that, as of February 29,2024, the Company did not have sufficient individuals with extensive

GAAP experience to adequately assess and apply these standards in a timely manner.

As a result of this material weakness, management

has concluded that, as of February 29, 2024, the Company’s internal control over financial reporting was not effective.

Report does not include an attestation report of the Company’s registered independent public accounting firm regarding internal

control over financial reporting, which is not required for smaller reporting companies.

Limitations on Effectiveness of Controls

management, including our Chief Executive Officer and our Chief Financial Officer, does not expect that our disclosure controls and procedures

or our internal control over financial reporting will prevent or detect all errors and all fraud.

A control system, no matter how well-designed

and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Further, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance

that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been detected.

The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be

no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Projections of any evaluation

of the effectiveness of controls to future periods are subject to risks.

Over time, controls may become inadequate because of changes

in conditions or deterioration in the degree of compliance with policies or procedures.

in Internal Control Over Financial Reporting

were no changes in our internal control over financial reporting during the fourth quarter of the year ended December 31, 2022 that have

materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

discussed elsewhere in this Report, during the quarter ended February 29, 2024, the Company completed the reverse acquisition of NextTrip

and sold certain of the Company’s legacy Sigma assets to Divergent.

Upon closing of the NextTrip Acquisition, NextTrip was treated

as the accounting acquirer of the Company, and as a result, at closing NextTrip’s internal controls became our internal controls.

On December 29, 2023, pursuant to the terms of the Share Exchange Agreement between the parties, the Chief Financial Officer of Sigma

was appointed as Chief Financial Officer of the combined company.

In addition, Sigma’s auditor, Haynie and Company, was appointed

as auditor of the combined company.

addition to appointing a Chief Financial Officer with extensive GAAP experience as Chief Financial Officer of the combined company, management

has taken further steps since February 29, 2024, to remediate the material weakness discussed above by hiring additional personnel with

GAAP expertise, in particular the Company’s Controller, and engaging external consultants with subject matter expertise as necessary.

Management has also implemented several enhancements to its control over financial reporting, including, but not limited to, establishing

a monthly financial closing process, implementing account reconciliations, ensuring proper segregation of duties, and implementing new

financial control software.

These remediation efforts were completed by the filing date of this Report.

a result of these enhancements, management believes that the consolidated financial statements included in this Report fairly present,

in all material respects, the financial condition, results of operations, and cash flows of the Company as of and for the periods presented.

OTHER INFORMATION

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

following table sets forth the name, age and position of each of our executive officers as of March 29, 2023:

Jacob Brunsberg

President and Chief Executive Officer

following table sets forth the name, age and position of each of our executive officers as of August 31, 2024:

Executive Officer

Financial Officer, Treasurer and Corporate Secretary

President of Business Development

Manager, European Operations

Jacob Brunsberg was

appointed Senior Vice-President of Product Management and Strategic Relationships on September 20, 2021.

On February 16, 2022, he was

named President and Chief Operating Officer, and on April 1, 2022 he was named President and Chief Executive Officer.

Prior to joining

the Company, Mr.

Brunsberg was a P&L leader for General Electric’s Binder Jet Technology unit, with management responsibility

for strategy, development, commercialization, and overall business performance.

From 2017 to 2019 he served as Sr.

Managing Director

of the Central Region, tasked with helping establish the US sales infrastructure for post-acquisition integration of several additive

manufacturing technology companies including Concept Laser, Arcam and GEonX into the newly formed GE Additive business entity.

Brunsberg worked for the American Roller Company in sales leadership and product marketing positions, responsible for the

development and oversight of growth strategies, focused on advanced welding, cladding, thermal spray, and powder metallurgy technologies

across a number of industrial markets.

Brunsberg holds a Bachelor of Science degree in Material Science and Engineering from the

University of Wisconsin-Madison

Orzechowski has served as our Chief Financial Officer, Treasurer, principal accounting officer, principal financial officer, and

Corporate Secretary since July 1, 2019.

William Kerby has served as our Chief

Executive Officer since December 29, 2023.

Kerby has over two decades of experience in the travel and media industries, and approximately

a decade of experience in the financial industry.

He acted as the architect of the NextTrip model, overseeing the development and operations

of the Travel, Real Estate and Television Media divisions of the company.

From January 25, 2023 to December 29, 2023, Mr.

Kerby was the

Chief Executive Officer of NextTrip Group, LLC.

Kerby served as the Co-Chief Executive Officer of NextPlay Technologies, Inc.

Monaker Group, Inc.) from September 16, 2021 to January 25, 2023.

From July 2008 to September 16, 2021, Mr.

Kerby was the Chief Executive

Officer of Monaker Group, Inc.

During that time, Mr.

Kerby also served as Chief Executive Officer of NextPlay Media from 2009 through

2020 as well as being the CEO of the Company’s real estate holding Verus International, Inc., formerly Realbiz Media Group, Inc.,

from October 2012 until August 2015 and on the board of directors until April of 2016.

From April 2002 to July 2008, Mr.

as the Chief Executive Officer of various media and travel entities that ultimately became part of Extraordinary Vacations Group.

included Cruise & Vacation Shoppes, Maupintour Extraordinary Vacations, Attaché Travel and the Travel Magazine - a TV series

of 160 travel shows.

From February 1999 to April 2002, Mr.

Kerby founded and managed Travelbyus, a publicly- traded company on the TSX

and Nasdaq Small Cap Market.

The launch included an intellectually patented travel model that utilized technology-based marketing to promote

its travel services and products.

Kerby negotiated the acquisition and financing of 21 companies encompassing multiple tour operators,

2,100 travel agencies, media that included print, television, outdoor billboard and wireless applications and leading-edge technology

in order to build and complete the Travelbyus model.

The company had over 500 employees, gross revenues exceeding $3 billion and a market

cap of over $900 million.

From June 1989 to January 1999, Mr.

Kerby founded and grew Leisure Canada – a company that included the

Master Franchise for Thrifty Car Rental British Columbia, TravelPlus (a nationwide Travel Agency), Bluebird Holidays (an international

tour company with operations in the U.S., Canada, Great Britain, France, South Africa and the South Pacific) and Canadian Traveler (a

travel magazine).

Leisure Canada was acquired in May 1998 by Wilton Properties, a Canadian company developing hotel and resort properties

From October 1980 through June 1989, Mr.

Kerby worked in the financial industry as an investment advisor.

Kerby graduated

from York University with a Specialized Honors Economics degree.

North has served as our President since July 2023.

With more than 15 years of experience in leisure tour and travel technology,

North is responsible for all aspects of the NextTrip leisure, business and technology products including development of the World1

Prior to joining NextTrip, Ms.

North led the Supplier Strategy & Investment division at Apple Leisure Group (ALG).

she lead global partnership marketing and strategic relationships across the ALG Vacations and VAX VacationAccess brands including Apple

Vacations, Funjet Vacations, United Vacations, Southwest Vacations, CheapCaribbean.com, and Travel Impressions.

North joined the

team at The Mark Travel Corporation (TMTC) in 2003, and served in a variety of marketing and engagement capacities.

Prior to the merger

with ALG, Ms.

North was appointed to lead the Supplier Strategy & Investment efforts for all TMTC and Trisept Solutions brands in

During her tenure with the company Ms.

North was involved in the development of many new business relationships and was part of

the leadership team for both TMTC and Trisept Solutions.

North holds a Bachelor’s degree in Marketing from Marquette University.

Orzechowski has served as our Chief Financial Officer, Treasurer, principal accounting officer, principal financial officer,

and Corporate Secretary since July 1, 2019.

Prior to joining the Company, Mr.

14 unchanged sentences

from Georgetown University in 1982.

Fisher was appointed as Vice President of Business Development of Sigma on August 10, 2015 and leads the PrintRite3D® Operating

Fisher is a Mechanical Engineer with hands-on experience in quality, manufacturing, and product development.

MBA and has distinguished himself as a lead sales and marketing officer as well as a Chief Operating Officer.

He was a Program Manager

at Swagelok from 1988-2004, and Vice President and General Manager, Aftermarket and Geometry Systems, at Micropoise Measurement Systems

from 2004 until 2013, and a Partner and COO of Laszeray Technology, LLC from 2013 until 2014.

Fisher holds a bachelor’s degree

in Mechanical Engineering Technology from the University of Akron as well as an MBA from Kent State University.

Kuehr was appointed as General Manager of Sigma’s European Operations in September 2022.

In this role, Stephan leads the European

region with responsibility for all direct and channel revenue activities, including management of the worldwide OEM and independent software

vendor (ISV) network programs.

Prior to joining Sigma Additive Solutions, Stephan spent the past 10 years in additive manufacturing as

CEO and co-founder of 3YOURMIND, a leading manufacturing execution system (MES) software provider based in Berlin, Germany.

In this position,

he set up an international sales organization and led the company’s funding, budget, structure and development efforts.

3YOURMIND, Stephan held leading positions in sales and operations with Vestas Wind Systems.

Stephan Kuehr holds a Master’s Degree

in Physics and Business from Ulm University, Germany and Lund University, Sweden.

of Directors and Corporate Governance

following table sets forth the names, ages as of March 29, 2023, and certain other information regarding our directors:

following table sets forth the names, ages as of August 31, 2024, and certain other information regarding our directors:

of the Board and Director

Executive Officer and Director

Battinelli(1)

Member of our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Ruport was appointed as Executive Chairman and as a director on December 3, 2019.

Effective April 30, 2020, Mr.

Ruport became

our President and Chief Executive Officer.

On February 16, 2022, Mr.

Ruport resigned as President, and effective April 1, 2022 he

resigned as Chief Executive Officer.

Ruport remains a director on the Board of Directors and was appointed Chairman effective

April 1, 2022.

Ruport has more than 30 years of public and private company experience in the software sector.

Prior to joining

Sigma Additive Solutions, Mr.

Ruport served since 2010 as the President of Step Function Consulting, LLC, a consulting firm that

provides strategic consulting services to early and mid-stage portfolio software companies.

Ruport also served from 2014 to 2017

as the Executive Chairman of the Board of Directors of Content Analyst Company, a leading developer of advanced analytics software

for searching and analyzing unstructured text, and before that served as its Vice Chairman from 2012 to 2013.

From 2005 to 2009, Mr.

Ruport served as the President and Chief Executive Officer of Configuresoft, Inc., a venture-backed Enterprise Systems Management

company, where he orchestrated an OEM agreement which later led to its acquisition by EMC Corp.

Prior to Configuresoft, Mr.

served from 2004 to 2005 as the Executive Vice President of Worldwide Operations at Stellent, Inc., which was subsequently acquired

by Oracle, Inc., and from 1995 to 2005 as the President, Chief Executive Officer and Chairman of the Board of Directors of Optika,

Inc., a venture-backed Enterprise Content Management Company that he led through its initial public offering and merger with

Stellent, Inc.

From 1990 to 1994, Mr.

Ruport served as the President and Chief Executive Officer of Interleaf, Inc., a public

software company.

He also held various senior executive positions from 1985 to 1989 at Informix, Inc., a relational database

management system company later acquired by IBM, and from 1985 to 1989 at Cullinet, Inc., a mainframe database management system and

enterprise resource planning company later acquired by Computer Associates, Inc.

Ruport received his Bachelor of Science degree

and MBA from Bowling Green State University.Mr.

Ruport received a Bachelor of Science in Business and an MBA from Bowling Green

State University.

Monaco has been the Chairman of the Board of Directors since December 29, 2023.

Monaco has approximately three decades

of experience as an international information technology and business management consultant.

Monaco is the founder and owner of Monaco

Air Duluth, LLC, a full service, fixed-base operator aviation services business at Duluth International Airport in Duluth, Minnesota,

serving airline, military, and general aviation customers since November 2005.

Since January 2009, he has been appointed and reappointed

by Minnesota Governors to serve as a Commissioner of the Metropolitan Airports Commission in Minneapolis-St.

Paul, Minnesota, and currently

serves as Chairman of the Operations, Finance and Administration Committee.

Monaco is also the President and Chairman of the Monaco

Air Foundation, Treasurer of Honor Flight Northland, Treasurer of the Duluth Aviation Institute, and a member of the Duluth Chamber of

Commerce Military Affairs Committee.

Monaco previously worked as an international information technology and business management

consultant with Accenture in Chicago, Illinois for 28 years, and as a partner and senior executive for 18 of such years.

2011 to January 2023, Mr.

Monaco served as a member of the board of directors of NextPlay (known as Monaker prior to June 2020), where

he served as chairman of the board of directors from August 2018 to June 2021 and as co-chairman of the board from June 2021 to December

He previously served as a director at Republic Bank in Duluth, Minnesota from May 2015 until October 2019.

He also served on the

Verus International, Inc., formerly RealBiz Media Group, Inc., board of directors from October 2012 until April 2016, serving as chairman

of the board from August 2015 to April 2016.

Monaco holds Bachelor’s and Master’s degrees in Computer Science Engineering

from Northwestern University.

Board of Directors believes that Mr.

Ruport is qualified to serve as a member of the board because of his extensive experience in management

and leadership in the technology industry.

Monaco is qualified to serve as a member of our Board on the basis of his deep understanding of

information technology, early-stage business growth strategies, and business acquisitions, as well as his background and extensive company

management and leadership experience.

Brunsberg was appointed to our Board of Directors on April 1, 2022.

17 unchanged sentences

Board of Directors believes that Mr.

Brunsberg is qualified to serve as a member of the board because of his extensive experience in

the additive manufacturing industry.

Brunsberg is qualified to serve as a member of the board because of his experience in leading early-stage

growth companies.

Battinelli was appointed to our Board of Directors on August 16, 2017.

52 unchanged sentences

Summers was appointed to our Board of Directors on January 18, 2018.

Summers was also appointed to serve as a member of the Company’s

Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Summers was also appointed to serve as a member of the

Company’s Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee.

Summers currently divides his time among a number of independent activities which focus on early-stage technology company formation and

37 unchanged sentences

Board of Directors currently consists of five members.

As a result of his previous role as Chief Executive Officer, Mr.

Ruport is not

considered an independent director.

As a result of his April 1, 2022 appointment as Chief Executive Officer, Mr.

Brunsberg is also not

considered an independent director.

Our Board of Directors has determined that our other directors, Salvatore Battinelli, Dennis Duitch

and Kent Summers, constituting a majority of our directors, are “independent” as that term is defined under Rule 5605(a)(2)

of the Nasdaq marketplace rules.

As a result of his previous service as our Chief Executive Officer, Mr.

is not considered an independent director.

As a result of Mr.

Monaco’s previous affiliation with NextTrip, Mr.

Monaco is not considered

an independent director.

Our Board of Directors has determined that our other directors, Salvatore Battinelli, Dennis Duitch and Kent

Summers, constituting a majority of our directors, are “independent” as that term is defined under Rule 5605(a)(2) of the

Nasdaq marketplace rules.

Pursuant to Nasdaq rules, our board must consist of a majority of independent directors.

15 unchanged sentences

Our directors are classified as follows:

Class I director is Mark Ruport, with a term expiring at our 2024 annual meeting of stockholders;

Class I director is Don Monaco, with a term expiring at our 2024 annual meeting of stockholders;

Class II directors are Salvatore Battinelli and Jacob Brunsberg, with terms expiring at our 2025 annual meeting of stockholders;

6 unchanged sentences

Structure of the Board

director or our Board of Directors as a whole may be removed with or without cause at any meeting of stockholders by the affirmative vote of the holders of at least

two-thirds of our outstanding voting stock entitled to vote in the election of directors.

Our amended and restated bylaws provide

our Board of Directors with flexibility in its discretion to combine or separate the positions of Chairman of the Board and Chief

Executive Officer.

Our Board of Directors believes it is important to select the

Company’s Chairman and Chief Executive Officer in the manner it considers in the best interests of the Company at any given

Our Board of Directors believes that the Chairman and Chief Executive Officer positions may be filled by one individual or by

two different individuals, as determined by our Board of Directors based on circumstances then in existence.

director or our Board of Directors as a whole may be removed with or without cause at any meeting of stockholders by the affirmative

vote of the holders of at least two-thirds of our outstanding voting stock entitled to vote in the election of directors.

and restated bylaws provide our Board of Directors with flexibility in its discretion to combine or separate the positions of Chairman

of the Board and Chief Executive Officer.

Our Board of Directors believes it is important to select the Company’s Chairman and

Chief Executive Officer in the manner it considers in the best interests of the Company at any given time.

Our Board of Directors believes

that the Chairman and Chief Executive Officer positions may be filled by one individual or by two different individuals, as determined

by our Board of Directors based on circumstances then in existence.

April 1, 2022, our Board of Directors appointed Mr.

Ruport as Chairman of the Board.

The Chairman of the Board presides at all meetings

of our Board of Directors and exercises and performs such other powers and duties as may be assigned to him from time to time by the

Board or prescribed by our amended and restated bylaws.

The Chairman of the Board is appointed by our Board of Directors on an annual

Ruport resigned as chairman on December 29,

2023, pursuant to the Share Exchange agreement between NextTrip and Sigma Additive Solutions, Inc.

and Donald P.

Monaco was appointed

to replace Mr.

Ruport as Chairman of the Board concurrently therewith.

Chairman of the Board presides at all meetings of our Board of Directors and exercises and performs such other powers and duties as may

be assigned to him from time to time by the Board or prescribed by our amended and restated bylaws.

The Chairman of the Board is appointed

by our Board of Directors on an annual basis.

Board of Directors has no established policy on whether it should be led by a Chairman who is also the Chief Executive Officer, and has

6 unchanged sentences

Meetings and Committees

our fiscal year ended December 31, 2022, the Board of Directors held fourteen meetings, and each director attended at least 75% of the

aggregate of (i) the total number of meetings of our Board of Directors held during the period he was a director and (ii)

the total number of meetings held by all committees of our Board of Directors on which he served during the periods that he served.

our fiscal year ended February 29, 2024, the Board of Directors held 25 meetings, and each director attended at least 75% of the aggregate

of (i) the total number of meetings of our Board of Directors held during the period he was a director and (ii) the total number of meetings

held by all committees of our Board of Directors on which he served during the periods that he served.

we do not have a formal policy regarding attendance by members of our Board of Directors at annual meetings of stockholders, we encourage,

1 unchanged sentence

Each of our then current directors attended our 2023 Annual Meeting of Stockholders.

Board of Directors has established three standing committees-audit, compensation, and nominating and corporate governance, each of

which operates under a written charter that has been approved by our Board of Directors.

Board of Directors has established three standing committees-audit, compensation, and nominating and corporate governance, each of which

operates under a written charter that has been approved by our Board of Directors.

Each committee charter has been posted on the Investors

1 unchanged sentence

The reference to our website address does not constitute incorporation by reference

of the information contained at or available through our website, and you should not consider it to be a part of this Annual

of the information contained at or available through our website, and you should not consider it to be a part of this Annual Report.

Audit Committee’s responsibilities include:

22 unchanged sentences

our CEO’s compensation;

and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive

and approving, or making recommendations to our Board of Directors with respect to the compensation of our other executive officers;

an evaluation of our senior executives;

5 unchanged sentences

Duitch, Battinelli and Summers, and Mr.

Battinelli serves as the chairperson of

the committee.

Battinelli serves as the chairperson of the

Our Board of Directors has determined that each of Messrs.

Duitch, Battinelli and Summers is independent under the

applicable Nasdaq rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the

Exchange Act.

Duitch, Battinelli and Summers is independent under the applicable

Nasdaq rules and regulations and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act.

and Corporate Governance Committee

62 unchanged sentences

to decide which individuals to recommend for nomination as directors.

nomination should be sent in writing to our Corporate Secretary at NextTrip, Inc., 3900 Paseo del Sol, Santa Fe, New Mexico 87507.

of Board in Risk Oversight Process

21 unchanged sentences

Section 16(a) Reports

16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more

than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC.

Executive officers, directors and greater than 10% stockholders are required

by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

Company believes that during the fiscal year ended December 31, 2022, its executive officers, directors and greater than 10% stockholders

16(a) of the Exchange Act requires the Company’s executive officers and directors, and persons who own more than 10% of a registered

class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC.

Executive officers,

directors and greater than 10% stockholders are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms

Company believes that during the fiscal year ended February 29, 2024, its executive officers, directors and greater than 10% stockholders

timely filed all reports under Section 16(a).

3 unchanged sentences

Directors on its discussions, decisions and other actions.

Typically, our Chief Executive Officer makes recommendations to our

Compensation Committee and is involved in the determination of compensation for the respective executive officers that report to

Our Chief Executive Officer does not determine his own compensation.

Our Chief Executive Officer makes recommendations to our

Compensation Committee regarding short- and long-term compensation for all executive officers based on our results, an individual

executive officer’s contribution toward these results and performance toward individual goal achievement.

Our Compensation

Committee then reviews the recommendations and other data and makes decisions (or makes recommendations to the Board) as to total

compensation for each executive officer as well as each individual compensation component.

Typically, our Chief Executive Officer makes recommendations to our Compensation

Committee and is involved in the determination of compensation for the respective executive officers that report to him.

Our Chief Executive

Officer does not determine his own compensation.

Our Chief Executive Officer makes recommendations to our Compensation Committee regarding

short- and long-term compensation for all executive officers based on our results, an individual executive officer’s contribution

toward these results and performance toward individual goal achievement.

Our Compensation Committee then reviews the recommendations

and other data and makes decisions (or makes recommendations to the Board) as to total compensation for each executive officer as well

as each individual compensation component.

following table sets forth compensation for services rendered in all capacities to the Company:

1 unchanged sentence

Company’s Chief Executive Officer at any time during the past fiscal year, and (ii) for our two most highly compensated executive

officers, other than our Chief Executive Officer, who were employed with the Company on December 31, 2022 (the foregoing executives are

officers, other than our Chief Executive Officer, who were employed with the Company on February 29, 2024 (the foregoing executives are

herein collectively referred to as the “named executive officers”).

Compensation Table

Name and Principal Position

Salary ($) (1)

Bonus ($) (1)

Stock Awards ($)

Option Awards ($) (3)

All Other Compensation ($)

Jacob Brunsberg – Chief Executive Officer and Director

Mark Ruport – Former Chief Executive Officer and Current Chairman

Darren Beckett - Chief Technology Officer

Frank Orzechowski - Chief Financial Officer

and Principal Position

Other Compensation

Kerby – Chief Executive Officer

Brunsberg – Former President and Chief Executive Officer and Current Director

Orzechowski - Chief Financial Officer

North, President

amounts paid or accrued.

January 24, 2022, the Compensation Committee granted Messrs.

Brunsberg, Ruport, Beckett, and Orzechowski performance bonuses of $19,876,

$208,333, $25,800, and $26,500 respectively, for the fiscal year ended December 31, 2021 in accordance with the provisions of their

incentive compensation plans.

option awards and stock appreciation rights awards.

6 unchanged sentences

the Black Scholes pricing model.

February 16, 2022, we granted Mr.

Brunsberg an option to purchase up to 70,000 shares of our common stock under our 2013 Equity Incentive

Plan in connection with his employment arrangement.

The option has an exercise price of $2.50 and vests in equal monthly installments

over three years.

As of December 31, 2022, 19,443 shares were vested and exercisable.

The option had a grant date fair value of $117,719.

Also on February 16, 2022, we granted Mr.

Brunsberg 30,000 SARs under our 2020 Stock Appreciation Rights Plan.

The SARs have an exercise

price of $2.50 and vests in equal monthly installments over three years.

As of December 31, 2022, 8,330 SARs were fully vested and

The SARs had a grant date fair value of $50,451.

On July 1, 2022, we granted Mr.

Brunsberg an option to purchase up

to 49,800 shares of common stock.

The option has an exercise price of $2.50, and vests as follows:

25%, on the date of the grant,

and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022, 17,635 shares

were vested and exercisable.

The option had a grant date fair value of $46,367.

Also on July 1, 2022, we granted Mr.

option to purchase up to 15,200 shares of common stock.

The option has an exercise price of $2.50, and vests as follows:

the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December

31, 2022, 5,372 shares were vested and exercisable.

The option had a grant date fair value of $14,152.

Additionally, on July 1, 2022

we granted Mr.

Brunsberg 194,940 SARs.

The SARS have an exercise price of $2.50 and vests as follows:

25% on the date of the grant,

and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022, 69,040 SARs were

vested and exercisable.

The SARs had a grant date fair value of $181,503.

Last, on July 1, 2022, we granted Mr.

Brunsberg 181,947

SARs in connection with his employment retention agreement.

The SARs have an exercise price of $1.30 and will vest and become exercisable

on March 15, 2025 if Mr.

Brunsberg remains an employee of the Company on that date.

The SARs had a grant date fair value of $187,530.

September 20, 2021, we granted Mr.

Brunsberg an option to purchase up to 100,000 shares of our common stock under our 2013 Equity

Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $3.18 and is fully vested and exercisable.

The option had a grant date fair value of $264,352.

July 1, 2022, the Company granted Mr.

Ruport an option to purchase up to 19,242 shares of our common stock under our 2013 Equity

Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $2.50 and vests as follows:

on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December

31, 2022, 6,815 shares were vested and exercisable.

The option had a grant date fair value of $17,916.

Also on July 1, 2022, the

Company granted Mr.

Ruport an option to purchase up to 5,874 shares of our common stock.

The option has an exercise price of $2.50

and vests as follows:

25%, on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six

As of December 31, 2022, 2,078 shares were fully vested and exercisable.

The option had a grant date fair value of $5,469.

Last, on July 1, 2022 the Company granted Mr.

Ruport 25,117 SARs.

The SARs have an exercise price of $2.50 and vest as follows:

on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December

31, 2022, 8,914 SARs were fully vested and exercisable.

The SARs had a grant date fair value of $23,386.

August 11, 2021, we granted Mr.

Ruport an option to purchase 51,832 shares of our common stock under our 2013 Equity Incentive Plan

in connection with his employment arrangement.

The option has an exercise price of $3.42 and vests as follows:

25%, or 12,958 shares

vested and became exercisable on August 11, 2021, and the remaining 38,874 shares will vest in equal monthly installments over the

next three years.

As of December 31, 2022, 30,238 shares were vested and exercisable.

The option had a grant date fair value of $147,464.

On August 11, 2021, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Ruport 77,748 Stock Appreciation Rights (“SAR’s).

The SAR’s have an exercise price of $3.42 and will vest and become exercisable in three equal installments on each of the first,

second, and third anniversaries of the grant date.

As of December 31, 2022, 25,916 SARs were fully vested and exercisable.

had an aggregate grant date fair value of $221,196.

No options or SARs were awarded during the twelve months ended February 29, 2024.

July 1, 2022, we granted Mr.

Beckett an option to purchase up to 15,849 shares of our common stock under our 2013 Equity Incentive

(i) an option to purchase up to 2,490 shares of common stock, with an exercise price of $50.00,

and a grant date fair value of $46,367;

(ii) an option to purchase up to 760 shares of common stock, with an exercise price of $50.00,

and a grant date fair value of $14,152;

(iii) 9,747 SARs, with an exercise price of $50.00 and a grant date fair value of $181,503;

and (iv) 9,098 SARs in connection with his employment retention agreement.

The SARs have an exercise price of $26.00 and had a grant

date fair value of $187,530.

On January 26, 2023, we granted Mr.

Brunsberg an option to purchase up to 5,457 shares of common stock,

with an exercise price of $11.60 and a grant date fair value of $48,295.

In connection with Mr.

Brunsberg’s resignation from

the Company, on February 29, 2024, the Compensation Committee of the Board of Directors approved (i) the accelerated vesting of all

unvested options and SARs as of his resignation of December 29, 2023;

and (ii) such options and SARs be and remain outstanding and

exercisable for the full duration of the options.

Notwithstanding the forgoing, as of February 29, 2024, all of Mr.

vested options to purchase shares of our common stock were subject to an exercisability waiver until such time as we received shareholder

approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval was obtained at a special meeting

of stockholders on March 8, 2024.

July 1, 2022, we granted Mr.

(i) an option to purchase up to 797 shares of our common stock under our 2013 Equity Incentive

Plan in connection with his employment arrangement.

2 unchanged sentences

of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022,

5,603 shares were vested and exercisable.

The option had a grant date fair value of $14,757.

Also on July 1, 2022, we granted Mr.

Beckett an option to purchase up to 51,927 shares of our common stock with an exercise price of $2.50 and vests as follows:

the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December

31, 2022, 18,392 shares were fully vested and exercisable.

The option had a grant date fair value of $48,348.

Additionally, on July

1, 2022 we granted Mr.

Beckett 16,944 SARs with an exercise price of $2.50 and vests as follows:

25% on the date of the grant, and

the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022, 6,001 SARs were fully

vested and exercisable.

The SARs had a grant date fair value of $15,776.

Last, on July 1, 2022, we granted Mr.

Beckett 97,038 SARs

in connection with his employment retention agreement.

The SARs have an exercise price of $1.30 and will vest and become exercisable

on March 15, 2025 if Mr.

Beckett remains an employee of the Company on that date.

The SARs had a grant date fair value of $100,015.

August 11, 2021, we granted Mr.

Beckett an option to purchase 50,869 shares of our common stock under our 2013 Equity Incentive Plan

in connection with his employment arrangement.

The option has an exercise price of $3.42 and vests as follows:

25%, or 12,718 shares

vested and became exercisable on August 11, 2021, and the remaining 38,151 shares will vest in equal monthly installments over the

next three years.

As of December 31, 2022, 29,677 shares were vested and exercisable.

The option had a grant date fair value of $144,724.

On August 11, 2021, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Beckett 76,304 Stock Appreciation Rights

The SAR’s have an exercise price of $3.42 and will vest and become exercisable in three equal installments

on each of the first, second, and third anniversaries of the grant date.

As of December 31, 2022, 25,435 SARs were vested and exercisable.

The SAR’s had an aggregate grant date fair value of $217,088.

On July 1, 2022, we granted Mr.

Orzechowski an option to purchase up to 15,924 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $2.50 and vests as follows:

25% on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022, 5,627 shares were vested and exercisable.

The option had a grant date fair value of $14,826.

Also on July 1, 2022, we granted Mr.

Orzechowski an option to purchase up to 52,170 shares of our common stock with an exercise price of $2.50 and vests as follows:

25% on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022, 18,477 shares were fully vested and exercisable.

As of February 29,2024,

521 shares were vested.

The option had a grant date fair value of $14,841;

Additionally, on July 1, 2022 we granted Mr.

Orzechowski 69,470 SARs with an exercise price of $2.50 and vests as follows:

25% on the date of the grant, and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of December 31, 2022, 24,603 SARs were fully vested and exercisable.

(ii) an option to purchase up to 2,609 shares of our common

stock with an exercise price of $50.00 and vests as follows:

25% on the date of the grant, and the remaining 75% in equal monthly

installments over the subsequent thirty-six months.

As of February 29, 2024, 1,691 shares were fully vested.

The option had a grant

date fair value of $48,583;

(iii) 3,474 SARs with an exercise price of $50.00 and vests as follows:

25% on the date of the grant,

and the remaining 75% in equal monthly installments over the subsequent thirty-six months.

As of February 29, 2024, 2,249 SARs were

fully vested and exercisable.

The SARs had a grant date fair value of $64,691;

Last, on July 1, 2022, we granted Mr.

Orzechowski 97,038 SARs in connection with his employment retention agreement.

and (iv) 4,852 SARs in connection with his employment

retention agreement.

The SARs have an exercise price of $26.00 and will vest and become exercisable on March 15, 2025 if Mr.

Orzechowski remains an employee of the Company on that date.

remains an employee of the Company on that date.

The SARs had a grant date fair value of $100,017.

On August 11, 2021, we granted Mr.

Orzechowski an option to purchase 48,580 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $3.42 and vests as follows:

25%, or 12,145 shares vested and became exercisable on August 11, 2021, and the remaining 36,435 shares will vest in equal monthly installments over the next three years.

As of December 31, 2022, 28,337 shares were vested and exercisable.

On January 26, 2023, we granted

Orzechowski an option to purchase up to 3,711 shares of common stock.

The option has an exercise price of $11.60 and vests as

50% on the date of the grant, and the remaining 50% in equal monthly installments over the subsequent 23 months.

As of February

29, 2024, 2,909 shares were fully vested.

The option had a grant date fair value of $32,843.

On August 11, 2021, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Orzechowski 48,580 Stock Appreciation Rights (“SAR’s).

The SAR’s have an exercise price of $3.42 and will vest and become exercisable in three equal installments on each of the first, second, and third anniversaries of the grant date.

As of December 31, 2022, 16,193 SARs were vested and exercisable.

The SAR’s had an aggregate grant date fair value of $138,212.

As of February 29, 2024, all of Mr.

Orzechowski’s vested options to purchase shares of our common stock were subject to an exercisability waiver until such time

as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval

was obtained at a special meeting of stockholders on March 8, 2024.

fiscal year 2024, we paid Mr.

Kerby $24,000 in connection with various personal financial guarantees, and a personal car allowance

of $18,000 pursuant to the terms of his employment agreement.

fiscal year 2023, we paid Mr.

Kerby $10,000 in connection with various personal financial guarantees, and a personal car allowance

of $7,500 pursuant to the terms of his employment agreement.

fiscal year 2024, we paid Mr.

Brunsberg a retention bonus of $204,511 and severance of $62,500 in connection with his resignation

from the Company pursuant to the terms of his Retention and Separation Agreement.

In addition, Mr.

Brunsberg is entitled to receive

an award of 31,250 shares of Restricted Stock or Restricted Stock Units, or a stock option to Purchase up to 31,250 shares of the

Company’s common stock as determined by the 2023 Equity Incentive Plan Administrator.

Such award has not been granted as of

February 29, 2024.

fiscal year 2024, we paid Mr.

Orzechowski a retention bonus of $109,073 pursuant to the terms of his Retention Bonus and Separation

Executive Officer Employment Agreements

connection with this appointment as Chief Executive Officer of Company on December 29, 2023, the Company and Mr.

Kerby entered into an

employment letter agreement, dated as of December 29, 2023.

Under the employment agreement, Mr.

Kerby will be entitled to receive an

annual base salary of $400,000, which is subject to increase (but not decrease) in the discretion of the Compensation Committee of our

Board of Directors based on an annual or special case assessments of his performance and other factors.

At the discretion of our Board

of Directors, Mr.

Kerby will also be eligible to earn a discretionary, annual fiscal end-of-year incentive bonus in an amount of up to

100% of his base annual salary.

The exact amount of the incentive bonus will be dependent on the achievement of Company milestones and

profitability, and such other milestones as the Board deems appropriate.

Kerby will have the option of receiving some or all of his

base annual salary and any incentive bonus in cash or in shares of our common stock valued for this purpose as set forth in his employment

agreement and will be eligible to receive equity compensation at the discretion and in an amount to be determined by our Board of Directors.

his employment, Mr.

Kerby will be entitled to an automobile allowance of $1,500 per month and to receive all benefits under any and all

deferred compensation plans, retirement plans, life, disability, health, accident and other insurance programs, and similar employee

benefit plans and programs, sick leave and vacation time that the Company elects, in its sole discretion, to provide from time to time

to its executive officers, and to earn four weeks of paid time off in accordance with the Company’s PTO policy.

Kerby has entered into various personal guarantees with the Airline Reporting Commission, sellers of travel, merchant providers, financial

institutions, associations and service providers for the benefit of NextTrip, in consideration of which the Company agrees in his employment

agreement to pay him a $2,000 per month guarantee fee for so long as the employment agreement and the guarantees remain in place.

the event Mr.

Kerby resigns for “Good Reason” (as defined in the employment agreement), or his employment is terminated by

the Company for any reason, the Company will immediately eliminate any and all guarantees failing which, for each month the guarantees

remain in place, the monthly guarantee fee will rise to $10,000 per month after 30 days in the event the Company is unable to assume

the guarantees during such 30-day period.

Kerby’s employment under his employment agreement will continue from month-to-month until terminated by either party

with 30 days’ prior written notice, unless sooner terminated in accordance with the terms thereof.

Should the Company notice the

termination of Mr.

Kerby’s employment agreement (other than as a result of death, “Disability” or “Cause,”

as defined therein), he will be entitled to payment of an amount equal to 12 months of his base annual salary in a lump sum payment upon

termination and the continuation of his health care coverage, at the Company’s expense, for up to 12 months following the termination

(collectively, the “Kerby Severance Payments”).

In addition, in the event that Mr.

Kerby’s agreement is terminated

by the Company for any reason within 12 months from the date of closing of the Acquisition, Mr.

Kerby will be entitled to receive the

Kerby Severance Payments and the Contingent Shares will automatically accelerate and be issuable in full if not yet earned or issued.

September 7, 2021, we entered into an “at-will’ employment letter agreement with Jacob Brunsberg, effective as of September

26 unchanged sentences

Brunsberg was awarded a performance bonus of $19,876 for 2021.

December 3, 2019, we entered into an “at-will’ employment letter agreement with Mark Ruport, effective as of December 3,

2019 (the “effective date”), pursuant to which Mr.

Ruport agreed to serve as our Executive Chairman on an “at-will”

Additionally, Mr.

Ruport was appointed to serve as a member of our Board of Directors, effective as of December 3, 2019, with

a term expiring at the 2021 annual meeting of stockholders.

As of April 30, 2020, Mr.

Ruport was appointed as President, Chief Executive

Officer, and principal executive officer of the Company, and no longer serves as Executive Chairman.

On February 16, 2022, Mr.

resigned as President, and effective April 1, 2022, Mr.

Ruport resigned as Chief Executive Officer.

Ruport remained an employee of

the Company until September 30, 2022.

Ruport remains a member of our Board of Directors and was appointed Chairman of our Board

effective April 1, 2022.

Beckett served as an employee of the Company from September 25, 2017, until March 1, 2023 pursuant to an “at will”

employment agreement with the Company, under which he was engaged to serve as our Engineering Manager.

On October 18, 2018, his

title was changed from Vice President of Engineering to Chief Technology Officer of the Company.

On October 18, 2018, the Company

also increased the annual base salary of Mr.

Beckett from $135,000 to $180,000, effective retroactive to September 16, 2018, and

Beckett an option to purchase 2,000 shares of common stock under the 2013 Plan at an exercise price of $12.10 per share.

The option has a term of five years and vests in equal annual installments over four years from the date of grant subject, in each

Beckett being in the continuous employ of the Company on the applicable vesting date.

Under the agreement, Mr.

is eligible to receive medical and dental benefits, life insurance, short and long-term disability coverage, and to participate in

the Company’s Section 125 cafeteria plan, vision plan and 401K plan.

On October 13, 2017, in connection with his employment,

Beckett was granted an option to purchase up to 1,500 shares of our common stock with an exercise price equal to $19.20 per

Such option is fully vested and exercisable at December 31, 2022.

On December 29, 2023, Mr.

Brunsberg resigned as President

and Chief Executive Officer but remains a member of our Board of Directors.

June 17, 2022, we entered into an “at will” employment agreement, with Lyndsey North under which she was engaged to serve

as Vice President of Marketing of the Company.

As of September 28, 2022, Ms.

North was appointed President of the Company.

North’s employment agreement, she was entitled to receive an annual base salary of $155,000, which was increased to

$200,000 effective September 28, 2022.

Pursuant to the employment agreement, Ms.

North was granted 4,000 Stock Appreciation Rights (“SARs”)

at an exercise price of $7.00, which will vest over a period of three years, with one-third of the award vesting each year on her employment

anniversary date.

At the discretion of the Board of Directors, and subject to the achievement of certain performance goals, Ms.

is also eligible for a performance bonus consisting of a cash award of up to 30% of base salary, which was increased to 50% of base salary,

and a SAR award of up to 25% of base salary.

North is eligible to participate in the Company’s group benefit plans, including

medical, dental, and vision plans, as well as a 401K plan.

July 1, 2019, we entered into an “at will” employment agreement, with Frank Orzechowski under which he was engaged to serve

18 unchanged sentences

Equity Awards at 2024 Fiscal Year-End

The following table sets forth

outstanding stock options granted under or outside of our 2013 Equity Incentive Plan and SARs under our 2020 Stock Appreciation Rights

Plan that are held by our named executive officers as of December 31, 2022:

following table sets forth outstanding stock options granted under or outside of our 2013 Equity Incentive Plan and SARs under our 2020

Stock Appreciation Rights Plan that are held by our named executive officers as of February 29, 2024:

unexercisable

2 unchanged sentences

On June 23, 2020, we adopted the 2020 Stock Appreciation Rights Plan.

The Plan provides for incentive awards in the

form of stock appreciation rights (“SARs”) payable in cash.

No shares of common stock were reserved in connection with the

adoption of the Plan since no shares will be issued pursuant to the Plan.

The Plan provides for incentive awards in the form of SARs payable

No shares of common stock were reserved in connection with the adoption of the Plan since no shares will be issued pursuant

Awards issued under the Plan are included in the table.

1 unchanged sentence

the Company granted to Mr.

Brunsberg an option to purchase 100,000 shares of our common stock with an exercise price of $3.18, which

was fully vested and exercisable on the date of the grant.

Brunsberg an option to purchase 5,000 shares of our common stock with an exercise price of $63.60, which was

fully vested on the date of the grant.

On February 16, 2022, the Company granted an option to Mr.

purchase up to 70,000 shares of common stock with an exercise price of $2.50, which will vest in equal monthly installments over three

As of December 31, 2022, 19,443 shares were fully vested and exercisable.

Also on February 16, 2022, the Company granted 30,000

Brunsberg, with an exercise price of $2.50, which will vest in equal monthly installments over three years.

As of December

31, 2022, 8,330 SARs were fully vested and exercisable.

Brunsberg to purchase up to 3,500 shares

of common stock with an exercise price of $50.00, which as of February 29, 2024, was fully vested.

Also on February 16, 2022, the Company

granted 1,500 SARs to Mr.

Brunsberg, with an exercise price of $50.00, which as of February 29, 2024, was fully vested and exercisable.

On July 1, 2022, we granted Mr.

Brunsberg an option to purchase up to 15,200

shares of our common stock with an exercise price of $2.50.

4,104 shares were fully vested and exercisable on the date of the grant,

and the remaining 11,096 shares will vest in equal monthly installments over the next three years.

As of December 31, 2022, 5,372 shares

were fully vested and exercisable.

Also on July 1, 2022, we granted Mr.

Brunsberg an option to purchase up to 49,800 shares of our common

stock with an exercise price of $2.50.

12,450 shares were fully vested and exercisable on the date of the grant, and the remaining 37,350

shares will vest in equal monthly installments over the next three years.

As of December 31, 2022, 17,635 shares were fully vested and

Additionally, on July 1, 2022 we granted Mr.

Brunsberg 194,940 SARs with an exercise price of $2.50.

48,735 SARs were fully

vested and exercisable on the date of the grant, and the remaining 146,205 SARs will vest in equal monthly installments over the next

As of December 31, 2022, 69,040 SARs were fully vested and exercisable.

Last, on July 1, 2022, we granted Mr.

181,947 SARs in connection with his employment retention agreement.

The SARs have an exercise price of $1.30 and will vest and become

exercisable on March 15, 2025 if Mr.

Brunsberg remains an employee of the Company on that date.

On December 3, 2019, in conjunction with the hiring of Mark K.

Ruport, the Company’s former President and Chief Executive

Officer, the Company granted to Mr.

Ruport (i) an option to purchase 10,000 shares of our common stock with an exercise price of

$11.20, which fully vested and became exercisable on January 3, 2020;

and (ii) an option to purchase up to 40,000 shares of our

common stock, with an exercise price of $11.20, which became fully vested and exercisable as of December 31, 2022.

On May 28, 2020,

we granted Mr.

Ruport an option to purchase 116,654 shares of our common stock under our 2013 Equity Incentive Plan in connection

with his employment arrangement.

The option has an exercise price of $2.50 and as of December 31, 2022 102,064 shares were fully

vested and exercisable, and the remaining 14,590 shares will vest in equal monthly installments over the next six months.

November 24, 2020, we granted Mr.

Ruport an option to purchase up to 114,915 shares of our common stock.

The option has an exercise

price of $2.55 and vests over three years in equal monthly installments beginning one month from the grant date.

As of December 31,

2022, 79,800 shares were vested and exercisable.

On June 23, 2020, pursuant to our 2020 Stock Appreciation Rights Plan, we granted

Ruport 60,094 SARs.

The SARs have an exercise price of $2.63 and will vest and become exercisable in three equal installments on

each of the first, second, and third anniversaries of the grant date.

As of December 31, 2022, 40,062 SARs were vested and

On August 11, 2021, we granted Mr.

Ruport an option to purchase 51,832 shares of our common stock under our 2013 Equity

Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $3.42 and as of December 31, 2022,

30,238 shares were fully vested and exercisable, and the remaining 21,594 shares will vest in equal monthly installments over the

next twenty months.

On August 11, 2021, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Ruport 77,748 SARs.

SARs have an exercise price of $3.42 and will vest and become exercisable in three equal installments on each of the first, second,

and third anniversaries of the grant date.

As of December 31, 2022, 25,916 SARs were fully vested and exercisable.

On July 1, 2022,

the Company granted Mr.

Ruport an option to purchase up to 5,874 shares of our common stock with an exercise price of $2.50.

shares were fully vested and exercisable on the date of the grant, and the remaining 4288 shares will vest in equal monthly

installments over the next three years.

As of December 31, 2022, 2,078 shares were fully vested and exercisable.

Also on July 1,

2022, the Company granted Mr.

Ruport an option to purchase up to 19,242 shares of our common stock with an exercise price of $2.50.

4,810 shares were fully vested and exercisable on the date of the grant, and the remaining 14,432 shares will vest in equal monthly

installments over the next three years.

As of December 31, 2022, 6,815 shares were fully vested and exercisable.

Additionally, on

July 1, 2022 the Company granted Mr.

Ruport 25,117 SARs.

The SARs have an exercise price of $2.50.

6,279 SARs were fully vested and

exercisable on the date of the grant, and the remaining 18,838 SARs will vest in equal monthly installments over the next three

As of December 31, 2022, 8,894 SARs were fully vested and exercisable.

On February 26, 2018 we granted Mr.

Beckett an option to purchase up to 1,500 shares of our common stock under our 2013 Equity Incentive

Plan in connection with his employment arrangement.

The option has an exercise price per share equal to $15.60 and is fully vested and

On October 18, 2018, we granted Mr.

Beckett an option to purchase up to 2,000 shares of our common stock.

The option has

an exercise price per share equal to $12.10 and is fully vested and exercisable.

(i) an option to purchase up to 760 shares of our common stock with an exercise price of $50.00,

which as of February 29, 2024, was fully vested;

(ii) an option to purchase up to 2,490 shares of our common stock with an exercise price

of $50.00, which as of February 29, 2024, was fully vested;

(iii) 9,747 SARs with an exercise price of $50.00, which as of February 29,

2024, was fully vested and exercisable;

and (iv) 9,098 SARs in connection with his employment retention agreement.

The SARs have an exercise

price of $26.00 and as of February 29, 2024, were fully vested and exercisable.

On January 26, 2023, we granted Mr.

Beckett an option

to purchase up to 375 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has an exercise price per share equal to $15.00, and vests in equal installments on the first through the fourth anniversaries

of the grant.

As of December 31, 2022, 282 shares are vested and exercisable.

On July 18, 2019, we granted Mr.

Beckett an option to purchase

up to 500 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has

an exercise price per share equal to $12.40.

The option vests and will become exercisable in equal installments on the first through

the fourth anniversaries of the date of grant.

As of December 31, 2022, the option was vested as to 375 shares.

On October 11, 2019,

we granted Mr.

Beckett an option to purchase up to 5,000 shares of our common stock under our 2013 Equity Incentive Plan in connection

with his employment arrangement.

The option has an exercise price per share equal to $6.70 and is fully vested and exercisable.

28, 2020, we granted Mr.

Beckett an option to purchase 46,661 shares of our common stock.

The option has an exercise price per share

equal to $2.50 and as of December 31, 2022, 40,825 shares were fully vested and exercisable.

The remaining 5,836 shares will vest in

equal monthly installments over the next six months.

On June 23, 2020, pursuant to our 2020 Stock Appreciation Rights Plan, we granted

Beckett 24,038 SARs.

The SARs have an exercise price of $2.63 and will vest and become exercisable in three equal installments on

each of the first, second, and third anniversaries of the grant date.

As of December 31, 2022, 16,026 SARs were vested and exercisable.

On August 11, 2021, we granted Mr.

Beckett an option to purchase 50,869 shares of our common stock under our 2013 Equity Incentive Plan

in connection with his employment arrangement.

The option has an exercise price of $3.42 and as of December 31, 2022, 29,677 shares were

fully vested and exercisable, and the remaining 21,192 shares will vest in equal monthly installments over the next twenty months.

August 11, 2021, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Beckett 76,304 SARs.

The SARs have an exercise price

of $3.42 and will vest and become exercisable in three equal installments on each of the first, second, and third anniversaries of the

As of December 31, 2022, 25,435 shares were fully vested and exercisable.

On July 1, 2022, we granted Mr.

Beckett an option

to purchase up to 15,849 shares of our common stock with an exercise price of $2.50.

4,279 shares were fully vested and exercisable on

the date of the grant, and the remaining 10,246 shares will vest in equal monthly installments over the next three years.

As of December

31, 2022, 5,603 shares were fully vested and exercisable.

Also on July 1, 2022, we granted Mr.

Beckett an option to purchase up to 51,927

shares of our common stock with an exercise price of $2.50.

12,982 shares were fully vested and exercisable on the date of the grant,

and the remaining 38,945 shares will vest in equal monthly installments over the next three years.

As of December 31, 2022, 18,392 shares

were fully vested and exercisable.

Additionally, on July 1, 2022 we granted Mr.

Beckett 16,944 SARs with an exercise price of $2.50.

4,236 SARs were fully vested and exercisable on the date of the grant, and the remaining 12,708 SARs will vest in equal monthly installments

over the next three years.

As of December 31, 2022, 6,001 SARs were fully vested and exercisable.

Last, on July 1, 2022, we granted Mr.

Beckett 97,038 SARs in connection with his employment retention agreement.

The SARs have an exercise price of $1.30 and will vest and

become exercisable on March 15, 2025 if Mr.

Beckett remains an employee of the Company on that date.

On July 1, 2019, in conjunction with the hiring of Frank Orzechowski, the Financial Officer, the Company granted to Mr.

Orzechowski (i)

an option to purchase 250 shares of our common stock with an exercise price of $14.00, which fully vested and became exercisable on July

and (ii) an option to purchase up to 6,000 shares of our common stock, with an exercise price of $14.00.

As of December 31,

2022, 2,700 shares were fully vested and exercisable, and the remaining 3,300 shares will vest and become exercisable on July 1, 2023.

Brunsberg an option

to purchase up to 5,457 shares of common stock with an exercise price of $11.60, which as of February 29, 2024 was fully vested.

February 29, 2024, all of Mr.

Brunsberg’s vested options to purchase shares of our common stock were subject to an exercisability

waiver until such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval was obtained at a special meeting of stockholders on March 8, 2024.

On July 1, 2019, in conjunction with the hiring of Frank Orzechowski, our Chief Financial Officer, the Company granted to Mr.

(i) an option to purchase 13 shares of our common stock with an exercise price of $280.00, which fully vested on July 1, 2019;

an option to purchase up to 300 shares of our common stock, with an exercise price of $280.00, which as of February 29, 2024 was fully

On May 28, 2020, we granted Mr.

1 unchanged sentence

Plan in connection with his employment arrangement.

The option has an exercise price of $2.50.

As of December 31, 2022, 30,619 shares

were fully vested and exercisable, and the remaining 4,377 shares will vest in equal monthly installments over the next six months.

June 23, 2020, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

The option has an exercise price of $50.00, which as of February 29, 2024 was fully

On June 23, 2020, pursuant to our 2020 Stock Appreciation Rights Plan, we granted Mr.

Orzechowski 902 SARs.

The SARs have an exercise

price of $2.63 and will vest and become exercisable in three equal installments on each of the first, second, and third anniversaries

of the grant date.

As of December 31, 2022, 12,018 SARs were vested and exercisable.

The SARs have an

exercise price of $52.60 which as of February 29, 2024 were fully vested and exercisable.

On August 11, 2021, we granted Mr.

Orzechowski an

option to purchase 48,580 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $3.42 and as of December 31, 2022, 28,337 shares were fully vested and exercisable, and the remaining

20,243 shares will vest in equal monthly installments over the next twenty months.

On August 11, 2021, pursuant to our 2020 Stock Appreciation

Rights Plan, we granted Mr.

an option to purchase 2,429 shares of our common stock under our 2013 Equity Incentive Plan in connection with his employment arrangement.

The option has an exercise price of $68.40 and as of February 29, 2024, 2,129 shares were fully vested, and the remaining 300 shares

will vest in equal monthly installments over the next eight months.

On August 11, 2021, pursuant to our 2020 Stock Appreciation Rights

Plan, we granted Mr.

Orzechowski 2,429 SARs.

The SARs have an exercise price of $3.42 and will vest and become exercisable in

three equal installments on each of the first, second, and third anniversaries of the grant date.

As of December 31, 2022, 16,193 SARs

were fully vested and exercisable.

On July 1, 2022, we granted Mr.

Orzechowski an option to purchase up to 15,924 shares of our common

stock with an exercise price of $2.50.

4,299 shares were fully vested and exercisable on the date of the grant, and the remaining 11,625

shares will vest in equal monthly installments over the next three years.

As of December 31, 2022, 5,627 shares were fully vested and

Also on July 1, 2022, we granted Mr.

Orzechowski an option to purchase up to 52,170 shares of our common stock with an exercise

price of $2.50.

13,042 shares were fully vested and exercisable on the date of the grant, and the remaining 39,128 shares will vest in

equal monthly installments over the next three years.

As of December 31, 2022, 18,477 shares were fully vested and exercisable.

Additionally,

The SARs have an exercise price of $68.40 and will vest and become exercisable in three

equal installments on each of the first, second, and third anniversaries of the grant date.

As of February 29, 2024, 1,620 SARs were

fully vested and exercisable.

On July 1, 2022, we granted Mr.

Orzechowski 69,470 SARs with an exercise price of $2.50.

17,368 SARs were fully vested and exercisable

on the date of the grant, and the remaining 52,102 SARs will vest in equal monthly installments over the next three years.

As of December

31, 2022, 24,603 SARs were fully vested and exercisable.

Last, on July 1, 2022, we granted Mr.

Orzechowski 97,038 SARs in connection

with his employment retention agreement.

The SARs have an exercise price of $1.30 and will vest and become exercisable on March 15, 2025

(i) an option to purchase up to 797 shares of our common stock

with an exercise price of $50.00.

As of February 29, 2024, 521 were fully vested, and the remaining 276 shares will vest in equal monthly

installments over the next sixteen months;

(ii) an option to purchase up to 2,609 shares of our common stock with an exercise price of

As of February 29, 2024, 1,691 shares were fully vested and the remaining 918 shares will vest in equal monthly installments

over the next sixteen months;

(iii) 3,474 SARs with an exercise price of $50.00.

As of February 29, 2024, 2,249 SARs were fully vested

and exercisable, and the remaining 1,225 SARs will vest in equal monthly installments over the next sixteen months;

and (iv) 4,852 SARs

in connection with his employment retention agreement.

The SARs have an exercise price of $26.00 and will vest and become exercisable

on March 15, 2025 if Mr.

Orzechowski remains an employee of the Company on that date.

Payments Upon Termination or Change-in-Control

July 1, 2022, our Board of Directors, upon the recommendation of the Compensation Committee, adopted retention bonus and change in control

plans for certain of our named executive officers as described below.

retention bonus plan consists of the award of retention bonuses to Mr.

Brunsberg, and Mr.

Orzechowski as an incentive to remain in our

employ through the end of the retention period.

The retention bonus amount for Mr.

Brunsberg is $375,000, which is equal to 150% of his

base salary in effect on July 1, 2022, and the retention bonus amount for Mr.

Orzechowski is $200,000, which is equal to 100% of his

base salary in effect on July 1, 2022.

The retention bonuses are payable 50% in cash and 50% in SARs for each executive.

SARs will have an exercise price of $1.30 ( i.e ., the closing price of our common stock on the grant date) and will vest, in full,

on March 15, 2025, subject to the executive remaining in our continuous employ through such date.

cash component of the retention bonuses will be paid upon the end of the retention period coinciding with the filing of the

Company’s 2024 Annual Report on Form 10-K, subject to the executive’s continuous employment by the Company through the

In the event of a “change in control” of the Company prior to such filing, the executives would be entitled

to payment in cash of a pro rata portion of their total respective bonuses.

The balance of the retention bonuses would terminate .

a change in control had occurred on December 31, 2022, the amount of retention bonuses payable to Mr.

Brunsberg and Mr.

would have been $67,164 and $35,821, respectively.

in Control Plan

change in control plan adopted on July 1, 2022, as modified by our Board of Directors on January 24, 2023, provides that following a

“Change in Control” of the Company, Messrs.

Brunsberg and Orzechowski each would be entitled to a cash payment equal to

two times his base annual salary in effect on July 1, 2022 ( i.e ., $500,000 for Mr.

Brunsberg and $400,000 for Mr.

Orzechowski),

less any base salary payments received between the date of the “change in control” and the termination date, if his employment

is terminated by the Company without “cause” or the executive resigns for “Good Reason” within two years following

the “Change in Control”.

For purposes of the plan, “Change in Control” means:

(i) a liquidation or dissolution

of the Company;

(ii) a merger or consolidation of the Company with or into another corporation or entity (other than a merger with a

wholly owned subsidiary);

(iii) a sale of all or substantially all of the assets of the Company;

or (iv) a purchase or other acquisition

of more than 50% of the outstanding stock of the Company by one person or by more than one person acting in concert.

“Good Reason”

(i) a reduction in the executive’s annual base salary as in effect on the date immediately prior to the Change in Control

or a failure to make any scheduled base salary payment within fifteen days after its due date, unless the Company’s Board of Directors

determines in good faith that such base salary reduction is more than offset by the aggregate value of any new compensation plans or

other employment-related benefits that are provided to the Executive after the Change in Control;

(ii) the Company’s requirement

that the executive perform his employment duties at an office that is more than 25 miles from the Company’s office at which the

executive was principally employed on the date immediately prior to the Change in Control;

(iii) a change or diminution in executive’s

employment duties that is materially inconsistent with the duties usually associated with their position at a corporation;

failure by the Company to continue for the benefit of the executive any material compensation plan in which the executive participated

on the date immediately prior to the Change in Control, unless the discontinuation of such plan was outside the Company’s reasonable

control or unless the Company discontinues such plan for all of its executive officers.

On January 26, 2023, we granted Mr.

an option to purchase up to 3,711 shares of our common stock, with an exercise price of $11.60.

As of February 29, 2024, 2,909 shares

were fully vested, and the remaining 802 shares will vest in equal monthly installments over the next ten months.

As of February 29,

2024, all of Mr.

Orzechowski’s vested options to purchase shares of our common stock were subject to an exercisability waiver until

such time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval

was obtained at a special meeting of stockholders on March 8, 2024.

offer stock options, stock appreciation rights, and stock awards to certain of our employees, including our executive officers, as the

16 unchanged sentences

rights, and stock awards granted to our executive officers may be subject to accelerated vesting in certain circumstances.

maintain a qualified 401(k) plan, in which all eligible employees may participate.

We make safe harbor contributions to match 100% of

each participant’s contribution up to 3% of salary, and 50% of the next 2% of salary contributed.

Safe harbor contributions are

We may also elect, on an annual basis, to make a discretionary contribution to the plan, but have not done so to date.

elective matches and elective contributions vest to participant accounts as follows:

20% after two years of service, and 20% per year

thereafter until the participant reaches 6 years of service, at which time, employer contributions vest 100%.

As a tax-qualified retirement

plan, contributions to the 401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the

maintain two qualified 401(k) plans, in which all eligible employees may participate.

We make safe harbor contributions to both plans:

one plan matches 100% of each participant’s contribution up to 3% of salary, and 50% of the next 2% of salary contributed, and

the other plan makes a 3% non-elective contribution for all eligible participants.

Safe harbor contributions are 100% vested.

also elect, on an annual basis, to make a discretionary contribution to the plan, but have not done so to date.

Our elective matches

and elective contributions vest to participant accounts as follows:

20% after two years of service, and 20% per year thereafter until

the participant reaches 6 years of service, at which time, employer contributions vest 100%.

As a tax-qualified retirement plan, contributions

to the 401(k) plans and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plans.

Tax Gross-Ups

2 unchanged sentences

Equity Incentive Plan

November 19, 2023, our Board of Directors adopted the Sigma Additive Solutions, Inc.

2023 Equity Incentive Plan, which we refer to as

the “2023 Plan.”

Board of Directors believes that the grant of options and other stock awards is an important incentive for the Company’s employees,

officers and directors.

Previously, we issued options and stock awards pursuant to our 2013 Equity Incentive Plan, which plan expired

according to the terms thereof in March 2023.

summary of the 2023 Plan is set forth below.

Board of Directors adopted the 2023 Plan to (1) encourage selected employees, officers, directors, consultants and advisers to improve

our operations and increase our profitability, (2) encourage selected employees, officers, directors, consultants and advisers to accept

or continue employment or association with us, and (3) increase the interest of selected employees, officers, directors, consultants

and advisers in our welfare through participation in the growth in value of our common stock.

All of our current employees, directors

and consultants are eligible to participate in the 2023 Plan.

Administration

2023 Plan is to be administered by the Board of Directors or by a committee to which administration of the 2023 Plan, or of part of thereof,

is delegated by the Board of Directors.

The 2023 Plan is currently administered by our Compensation Committee, which we refer to below

as the “Administrator.” The Administrator is responsible for selecting the officers, employees, directors, consultants and

advisers who will receive Options, Stock Appreciation Rights and Stock Awards.

Subject to the requirements imposed by the 2023 Plan,

the Administrator is also responsible for determining the terms and conditions of each Option and Stock Appreciation Right award, including

the number of shares subject to the Option, the exercise price, expiration date and vesting period of the Option and whether the option

is an Incentive Option or a Non-Qualified Option.

Subject to the requirements imposed by the 2023 Plan, the Administrator is also responsible

for determining the terms and conditions of each Stock Award, including the number of shares granted, the purchase price (if any), and

the vesting, transfer and other restrictions imposed on the stock.

The Administrator has the power, authority and discretion to make

all other determinations deemed necessary or advisable for the administration of the 2023 Plan or of any award under the 2023 Plan.

2023 Plan is not subject to the Employee Retirement Income Security Act of 1974 and is not a qualified pension, profit sharing or bonus

plan under Section 401(a) of the Internal Revenue Code.

Subject to the 2023 Plan

aggregate number of shares of common stock set aside and reserved for issuance under the 2023 Plan is 7,000,000 shares.

awards granted under the 2023 Plan expire or otherwise terminate or are cancelled without being exercised in full, the shares of common

stock not acquired pursuant to such awards will again become available for issuance under the 2023 Plan.

If shares of common stock issued

pursuant to awards under the 2023 Plan are forfeited to or repurchased by us, the forfeited or repurchased stock will again become available

for issuance under the 2023 Plan.

shares of common stock subject to an award are not delivered to a participant because such shares are withheld for payment of taxes incurred

in connection with the exercise of an Option, or the issuance of shares under a Stock Award, or the award is exercised through a reduction

of shares subject to the award (“net exercised”), then the number of shares that are not delivered will not again be available

for issuance under the 2023 Plan.

In addition, if the exercise price of any award is satisfied by the tender of shares of common stock

to us (whether by actual delivery or attestation), the shares tendered will not again be available for issuance under the 2023 Plan.

directors, employees, consultants and advisors of the Company and its subsidiaries are eligible to receive awards under the 2023 Plan.

Incentive Options may only be granted under the 2023 Plan to a person who is a full-time officer or employee of the Company or a subsidiary.

The Administrator will determine from time-to-time which directors, employees, consultants and advisers will be granted awards under

the 2023 Plan.

maximum number of shares of Common Stock subject to a Stock Award granted during a single Fiscal Year to any Non-Employee Director (together

with any cash fees paid to such Non-Employee Director during the Fiscal Year) is not permitted to exceed a total value of $500,000.

value of the Stock Award is based on the fair value for financial reporting purposes on the grant date.

award under the 2023 Plan will be evidenced by an agreement in a form approved by the Administrator.

exercise price for a Non-Qualified Option or an Incentive Option may not be less than 100% of the fair market value of the Common Stock

on the date of the grant of the Non-Qualified Option or Incentive Option.

With respect to an Option holder who owns stock possessing

more than 10% of the total voting power of all classes of our stock, the exercise price for an Incentive Option may not be less than

110% of the fair market value of the Common Stock on the date of the grant of the Incentive Option.

The base value of a Stock Appreciation

Right shall also be no less than 100% of the Common Stock on the date of the grant of the Stock Appreciation Right.

The 2023 Plan does

not specify a minimum exercise price for Stock Awards.

Option, Stock Appreciation Right or Stock Award will become exercisable or non-forfeitable (that is, “vest”) under conditions

specified by the Administrator at the time of grant.

Vesting typically is based upon continued service as a director or employee but

may be based upon any performance criteria and other contingencies that are determined by the Administrator.

Shares subject to Stock

Awards may be subject to specified restrictions concerning transferability, repurchase by the Company and forfeiture of the shares issued,

together with such other restrictions as may be determined by the Administrator.

Option or Stock Appreciation Right must be exercised by a date specified in the award agreement, which may not be more than ten years

after the grant date.

Except as otherwise provided in the relevant agreement, an Option or Stock Appreciation Right ceases to be exercisable

ninety days after the termination of the holder’s employment with us.

otherwise determined by the Administrator, Options are not transferable except by will or the laws of descent and distribution.

Price Payment

otherwise determined by the Administrator, the purchase price of Common Stock acquired under the 2023 Plan is payable by cash or check

at the time of an Option exercise or acquisition of a Stock Award.

The Company does not charge participants any fees or commissions in

connection with their acquisition of Common Stock under the 2023 Plan.

The Administrator also has the discretion to accept the following

types of payment from participants:

shares of Common Stock, cash or a combination thereof.

the time of his or her exercise of an Option or Stock Appreciation Right, an employee is responsible for paying all applicable federal

and state withholding taxes.

A holder of Stock Awards is responsible for paying all applicable federal and state withholding taxes once

the shares covered by the award cease to be forfeitable or at any other time required by applicable law.

Law Compliance

of Common Stock will not be issued pursuant to the exercise of an Option or the receipt of a Stock Award unless the Administrator determines

that the exercise of the Option or receipt of the Stock Award and the issuance and delivery of such shares will comply with all relevant

provisions of law, including, without limitation, the Securities Act, applicable state and foreign securities laws and the requirements

of any stock exchange on which our Common Stock is traded.

of Change of Control

as otherwise provided in an Award Agreement, in the event of a Change in Control, all outstanding Options and Stock Appreciation Rights

shall become immediately exercisable with respect to 100% of the shares subject to such Options or Stock Appreciation Rights, and/or

the Restricted Period shall expire immediately with respect to 100% of the outstanding shares of Restricted Stock or Restricted Stock

respect to Performance Share Awards and Cash Awards, in the event of a Change in Control, all Performance Goals or other vesting criteria

will be deemed achieved at 100% of target levels and all other terms and conditions will be deemed met.

general, a “Change of Control” means:

sale of all or substantially all of our assets;

liquidation or dissolution;

purchase or other acquisition of 51% or more of our Common Stock

merger or consolidation with or into another corporation.

Adjustment Provisions

the stock of the Company is changed by reason of a stock split, reverse stock split, stock dividend, recapitalization, combination or

reclassification, appropriate adjustments shall be made by the Administrator, in its discretion, in (1) the number and class of shares

of stock subject to the 2023 Plan and each Option and grant of Stock Awards outstanding under the 2023 Plan, and (2) the purchase price

of each outstanding Option and (if applicable) Stock Award.

For example, if an Option is for 1,000 shares for $20.00 per share and there

is a 2-for-1 stock split, the Option would be adjusted to be exercisable for 2,000 shares at $10.00 per share.

or Termination of the Plan

Board of Directors may at any time amend, discontinue or terminate the 2023 Plan.

With specified exceptions, no amendment, suspension

or termination of the Plan may adversely affect outstanding Options or Stock Appreciation Rights or the terms that are applicable to

outstanding Stock Awards.

No amendment, suspension or termination of the Plan requires stockholder approval unless such approval is required

under applicable law or under the rules of any stock exchange on which our Common Stock is traded.

Unless terminated earlier by the Board

of Directors, the 2023 Plan will terminate on the tenth anniversary of the date of the 2023 Plan’s adoption by the Board.

Income Tax Consequences

following discussion is a summary of the federal income tax provisions relating to the grant and exercise of awards under the 2023 Plan

and the subsequent sale of Common Stock acquired under the 2023 Plan.

The tax effect of awards may vary depending upon the circumstances,

and the income tax laws and regulations change frequently.

This summary is not intended to be exhaustive and does not constitute legal

or tax advice.

A recipient of an award of Options or Stock Appreciation Rights under the 2023 Plan will realize no taxable income at the time of grant

if the exercise price is not less than the fair market value of our Common Stock on the date of the grant.

The recipient generally will

realize no taxable income at the time of a grant of a Stock Award so long as the Stock Award is not vested (that is, remains subject

to forfeiture and is not transferable) and an election under Section 83(b) of the Internal Revenue Code is not made.

Non-Qualified

The holder of a Non-Qualified Option will recognize ordinary income at the time of the Non-Qualified Option exercise in

an amount equal to the excess of the fair market value of the shares on the date of exercise over the exercise price.

This taxable income

will be subject to payroll tax withholding if the holder is an employee.

a holder disposes of shares acquired upon the exercise of a Non-Qualified Option, any amount received in excess of the fair market value

of the shares on the date of exercise will be treated as long-term or short-term capital gain, depending upon the holding period of the

shares, and if the amount received is less than the fair market value of the shares on the date of exercise, the loss will be treated

as long-term or short-term capital loss, depending upon on the holding period of the shares.

The holder of an Incentive Option will not recognize taxable income upon exercise of the Incentive Option.

In order to retain

this tax benefit, the holder must make no disposition of the shares so received for at least one year from the date of exercise and for

at least two years from the date of grant of the Incentive Option.

The holder’s compliance with the holding period requirement

and other applicable tax provisions will result in the realization of long-term capital gain or loss when he or she disposes of the shares,

measured by the difference between the exercise price and the amount received for the shares at the time of disposition.

a holder disposes of shares acquired by exercise of an Incentive Option before the expiration of the required holding period, the gain,

if any, arising from such disqualifying disposition will be taxable as ordinary income in the year of disposition to the extent of the

lesser of (1) the excess of the fair market value of the shares over the exercise price on the date the Incentive Option was exercised

or (2) the excess of the amount realized over the exercise price upon such disposition.

Any amount realized in excess of the fair market

value on the date of exercise is treated as long-term or short-term capital gain, depending upon the holding period of the shares.

the amount realized upon such disposition is less than the exercise price, the loss will be treated as long-term or short-term capital

loss, depending upon the holding period of the shares.

purposes of the alternative minimum tax, the holder will recognize as an addition to his or her tax base, upon the exercise of an Incentive

Option, an amount equal to the excess of the fair market value of the shares at the time of exercise over the exercise price.

holder makes a disqualifying disposition in the year of exercise, the holder will recognize taxable income for purposes of the regular

income tax and the holder’s alternative minimum tax base will not be additionally increased.

Appreciation Rights.

The holder of a Stock Appreciation Right will recognize ordinary income at the time that it is exercised in

an amount equal to the excess of the fair market value of the number of shares of Common Stock as to which it is exercised on the date

of exercise over their value at the date of grant.

This taxable income will be subject to payroll tax withholding if the holder is an

The recipient of a Stock Award will recognize ordinary income when the stock vests in an amount equal to the excess of the

fair market value of the shares at the time of vesting over the purchase price for the shares, if any, subject to payroll tax withholding

if the holder is an employee.

When the recipient sells a Stock Award that has vested, any amount received in excess of the fair market

value of the shares on the date of vesting will be treated as long-term or short-term capital gain, depending upon the holding period

of the shares (after vesting has occurred), and if the amount received is less than the fair market value on the date of vesting, the

loss will be treated as long-term or short-term capital loss, depending on the holding period of the shares.

Dividends paid on Stock

Awards that have not vested and that have not been the subject of an election under Section 83(b) of the Internal Revenue Code are treated

as compensation income, subject to payroll tax withholding with respect to an employee.

83(b) of the Internal Revenue Code permits the recipient to elect, not more than thirty days after the date of receipt of a Stock Award,

to include as ordinary income the difference between the fair market value of the Stock Award on the date of grant and its purchase price

(rather than being taxed as the shares vest).

If such an election is made, the holding period for long-term capital gain or loss treatment

will commence on the day following the receipt of the Stock Award, dividends on the Stock Award will be treated as such and not as compensation,

and the tax basis of the shares will be their fair market value at the date of grant.

for the Company.

The Company will be entitled to a deduction for federal income tax purposes at the same time and in the same amount

as the recipient of an award is considered to have realized ordinary income as a result of the award, assuming that the limitation under

Section 162(m) of the Internal Revenue Code is not applicable.

Assuming that the holder of shares received on exercise of an Incentive

Option disposes of the shares after compliance with the holding period requirement described above, the Company will not be entitled

to a federal income tax deduction since the holder will not have realized any ordinary income in the transaction.

to the Tax Cuts and Jobs Act of 2017 (“TCJA”), Section 162(m) of the Internal Revenue Code generally disallowed a tax deduction

to publicly held companies for compensation paid to certain executive officers in excess of $1 million per officer in any year that did

not qualify as performance-based.

Under the TCJA, the performance-based exception has been repealed and the $1 million deduction limit

now applies to anyone serving as the chief executive officer or the chief financial officer at any time during the taxable year and the

top three other highest compensated executive officers serving at any fiscal year-end.

Plan Benefits

than with respect to certain future awards that may be made to our directors as described in “ Director Compensation ”

and the award to Mr.

Brunsberg described in Note 7 to the Summary Compensation Table , the amount and timing of awards under the

2023 Plan to executive officers, other employees and directors are not determinable at this time.

Equity Incentive Plan

Board of Directors adopted the 2013 Plan, which terminated on March 15, 2023, to (1) encourage selected employees, officers, directors,

4 unchanged sentences

Administration

2013 Plan is administered by the Board or by a committee to which administration of the Plan, or of part of thereof, is delegated

by the Board.

2013 Plan is administered by the Board or by a committee to which administration of the Plan, or of part of thereof, is delegated by

The 2013 Plan is currently administered by our Compensation Committee, which we refer to below as the “Administrator.”

12 unchanged sentences

Subject to the 2013 Plan

As of March 29, 2023, there were

2,014,659 shares previously issued or subject to outstanding awards under the 2013 Plan.

The plan expired on March 15, 2023 and therefore

there are no shares available for future issuance under the 2013 Plan.

of August 31, 2024 there were 78,887 shares previously issued or subject to outstanding awards under the 2013 Plan.

The plan expired

on March 15, 2023 and therefore there are no shares available for future issuance under the 2013 Plan.

Option, Stock Appreciation Right or Stock Award will become exercisable or non-forfeitable (that is, “vest”) under conditions

53 unchanged sentences

of each outstanding Option and (if applicable) Stock Award.

Termination of the Plan

2013 Plan terminated automatically on March 15, 2023, which was the tenth anniversary of the date of the 2013 Plan’s adoption by

101 unchanged sentences

an impairment of the rights under any SAR unless the participant consents in writing.

of March 29, 2023, there were 991,631 SARs outstanding under the 2020 Plan.

of August 31, 2024 there were 40,223 SARs outstanding under the 2020 Plan.

believe that a combination of cash and equity compensation is appropriate to attract and retain the individuals we desire to serve on

8 unchanged sentences

of our company do not receive compensation for their service on our Board of Directors.

our director compensation program for 2022, each non-employee director received annual compensation of $30,000, and an option to purchase

14,000 shares of our common stock, which is fully vested.

our director compensation program for fiscal year 2024, each non-employee director received annual compensation of $25,000, and an option

to purchase 655 shares of our common stock, which is fully vested.

All cash fees are paid quarterly.

Also, each non-employee director may be reimbursed

for his reasonable expenses incurred in the performance of his duties as a director as our Board of Directors determines from time to

Our Compensation Committee intends to evaluate our director compensation program and determine whether any changes should be recommended

to the Board.

following table sets forth certain information concerning the compensation paid to non-employee directors in 2022 for their services

as directors of the Company.

Also, each non-employee director

may be reimbursed for his reasonable expenses incurred in the performance of his duties as a director as our Board of Directors determines

from time to time.

Our Compensation Committee intends to evaluate our director compensation program and determine whether any changes

should be recommended to the Board.

following table sets forth certain information concerning the compensation paid to non-employee directors in fiscal year 2024 for their

services as directors of the Company.

The compensation of Mr.

Brunsberg, who serves as a director and our President and Chief Executive

Officer, is described in the Summary Compensation Table of Executive Officers.

Our non-employee directors do not receive fringe or

other benefits.

Earned or Paid in Cash ($)

Option Awards ($) (6)

John Rice (2)

Brunsberg, who serves as a director and our former President and Chief

Executive Officer, is described in the Summary Compensation Table of Executive Officers.

Our non-employee directors do not receive fringe

or other benefits.

Fees Earned or

Paid in Cash ($)

Awards ($) (6)(7)

Salvatore Battinelli (3)

2 unchanged sentences

fees shown were paid to Mr.

Ruport for services as a non-employee director from October 1, 2022 through December 31, 2022.

1, 2022, the Company granted Mr.

Ruport an option to purchase up to 3,500 shares of the Company’s common stock in connection

with his service as a director.

The exercise price of the option is equal to $2.50 per share, is fully vested, and had a grant date

fair value of $1,871.

The compensation of Mr.

Ruport for the period January 1, 2022 through September 30, 2022, during which time

he served as President and Chief Executive Officer from January 1, 2022 through March 31, 2022, in addition to his service as a director,

is described in the Summary Compensation Table of Executive Officers

fees shown were paid to Mr.

Rice for services as a director.

On March 31, 2022, the Company granted Mr.

Rice an option to purchase

Ruport for services as director.

On January 26, 2023, the Company granted Mr.

Ruport an option to purchase

up to 655 shares of the Company’s common stock in connection with his service as a director.

1 unchanged sentence

is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.

Rice resigned from the Board of Directors

on September 16, 2022.

Ruport resigned as chairman on December

29, 2023, pursuant to the Share Exchange agreement between NextTrip and Sigma Additive Solutions, Inc.

Monaco was appointed chairman as of December 29, 2023 pursuant to the Share Exchange agreement between NextTrip and Sigma Additive

Solutions, Inc., and did not receive any compensation for his services in fiscal year 2024.

fees shown were paid to Mr.

Battinelli for services as a director.

On March 31, 2022, the Company granted Mr.

On January 26, 2023, the Company granted Mr.

Battinelli an option

4 unchanged sentences

Duitch for services as a director.

On March 31, 2022, the Company granted Mr.

On January 26, 2023, the Company granted Mr.

Duitch an option to purchase

4 unchanged sentences

Summers for services as a director.

On March 31, 2022, the Company granted Mr.

Summers an option to purchase

up to 14,000 shares of the Company’s common stock in connection with his service as a director.

The exercise price of the option

is equal to $2.50 per share, is fully vested, and had a grant date fair value of $21,721.

On January 26, 2023, the Company granted Mr.

Summers an option to

purchase up to 655 shares of the Company’s common stock in connection with his service as a director.

The exercise price of

the option is equal to $11.60 per share, is fully vested, and had a grant date fair value of $5,797.

columns represent the aggregate grant date fair value of stock awards and stock options computed in accordance with FASB ASC Topic

These amounts do not correspond to the actual value that will be recognized by the named directors from these awards.

of February 29, 2024, all outstanding vested Option Awards granted to directors were subject to an exercisability waiver until such

time as we received shareholder approval to increase our authorized common shares from 1,200,000 to 250,000,000 shares.

Such approval

was obtained at a special meeting of stockholders on March 8, 2024.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth certain information regarding beneficial ownership of our common stock as of March 29, 2023 (a) by each person

known by us to own beneficially 5% or more of any class of our common stock, (b) by our named executive officers and each of our directors

(and director nominees) and (c) by all executive officers and directors of the Company as a group.

following tables set forth certain information regarding beneficial ownership of our common stock, Series H Preferred and Series I Preferred

as of August 31, 2024 (a) by each person known by us to own beneficially 5% or more of the outstanding shares of each class of the outstanding

securities, (b) by our named executive officers and each of our directors (and director nominees) and (c) by all executive officers and

directors of the Company as a group.

number of shares beneficially owned by each stockholder is determined in accordance with SEC rules.

1 unchanged sentence

includes any shares as to which a person has sole or shared voting power or investment power.

Percentage ownership is based on 10,772,713

shares of our common stock outstanding on March 29, 2023.

In computing the number of shares beneficially owned by a person and the percentage

ownership of that person, shares of common stock subject to stock options, warrants or other rights held by such person that are currently

convertible or exercisable or will become convertible or exercisable within 60 days of March 29, 2023 are considered outstanding, although

these shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

At the close of business on August 31, 2024,

there were 1,388,641 shares of Company common stock outstanding, 33,000 shares of Series H Preferred outstanding, and 30,178 shares of

Series I Preferred outstanding.

addition to the foregoing, as of August 31, 2024 there were 316 shares of the Company’s Series E Preferred Stock (“Series

E Preferred”) outstanding, which, including accrued dividends thereon, were convertible into an aggregate of 3,259 shares of Company

common stock.

The Series E Preferred do not have any voting rights and therefore are not included in a separate table below.

computing the number of shares of common stock beneficially owned by a person and the percentage ownership of that person, shares of

common stock subject to stock options, warrants, convertible preferred stock or other rights held by such person that are currently convertible

or exercisable or will become convertible or exercisable within 60 days of August 31, 2024 are considered outstanding, although these

shares are not considered outstanding for purposes of computing the percentage ownership of any other person.

believe, based on information provided to us, that each of the stockholders listed below has sole voting and investment power with respect

4 unchanged sentences

Named Executive Officers and Directors:

Jacob Brunsberg (2)

William Kerby (2)

Frank Orzechowski (3)

Mark Ruport (4)

Jacob Brunsberg (5)

Salvatore Battinelli (6)

1 unchanged sentence

All executive officers and directors as a group (7 persons) (9)

5% Beneficial Holders:

AWM Investment Company, Inc.

on 10,772,713 shares outstanding at March 29, 2023.

5% Stockholders:

Promethean TV, Inc.

on 1,388,641 shares outstanding at August 31, 2024.

11,386 shares held by Travel and Media Tech, LLC (“TMT”).

Kerby is a 50% member of TMT, and is deemed to beneficially

own the shares held by TMT.

Kerby disclaims beneficial ownership of all securities held by TMT in excess of his pecuniary interest,

10,791 shares issuable upon the exercise of stock options.

(i) 1,733 shares held by Monaco Investment Partners, LP (“MIP”);

(ii) 28,626 shares held by the Donald P.

Monaco Insurance

Trust (the “Trust”);

and (iii) 11,386 shares held by TMT.

Monaco is the managing general partner of MI Partners,

is the trustee of the Trust and is a 50% member of TMT, and as such is deemed to beneficially own the securities held by the MI Partners,

Trust and TMT, respectively.

Monaco disclaims beneficial ownership of all securities held by MIP, the Trust and TMT in excess

of his pecuniary interest, if any.

17,302 shares issuable upon the exercise of stock options.

(a) 313,899 shares issuable upon the exercise of stock options;

(b) 6,166 shares issuable upon the conversion of the shares of the

Company’s Series E Preferred Stock;

and (c) 4,855 shares issuable upon exercise of Class A Warrants.

(a) 92,274 shares issuable upon the exercise of stock options, (b) 3,082 shares issuable upon the conversion of shares of the Company’s

Series E Preferred Stock, and (c) 2,428 shares issuable upon exercise of Class A Warrants.

(i) 5,105 shares issuable upon the exercise of stock options, (ii) 168 shares issuable upon the conversion of shares of the Company’s

Series E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

5,105 shares issuable upon the exercise of stock options.

(a) 1,076,794 shares issuable upon the exercise of stock options, (b) 9,248 shares issuable upon the conversion of the shares of

the Company’s Series E Preferred Stock, and (c) 7,283 shares issuable upon exercise of Class A Warrants.

Investment Company, Inc.

is the investment advisor to Special Situations Technology Fund.

(“Tech”) and Special Situations

Technology Fund II (“Tech II”) and holds sole voting and investment power over 105,089 shares and 90,029 warrants to

purchase shares held by Tech, and 592,696 shares and 507,756 warrants to purchase shares held by Tech II.

Such warrants may only

be exercised to the extent that the total number of shares then beneficially owned does not exceed 9.99% of the outstanding shares.

AWM Investment Company, Inc.’s address is c/o Special Situations Funds, 527 Madison Avenue, Suite 2600, New York, NY 10022.

(i) 4,360 shares issuable upon the exercise of stock options, (ii) 168 shares issuable upon the conversion of the shares of the Company’s

Series E Preferred Stock, and (iii) 122 shares issuable upon exercise of Class A Warrants.

Ian Sharpe is the control party of Promethean TV, Inc., and as such is deemed to beneficially own the securities held by Promethean

Sharpe disclaims beneficial ownership of all securities held by Promethean TV, Inc.

in excess of his pecuniary interest,

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series H Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner

Number of Shares Beneficially Owned

Percentage of Shares Beneficially Owned (1)

5% Beneficial Owners:

Procopio Cory Hargreaves & Savitch LLP

c/o NextTrip, Inc.

on 33,000 shares of Series H Preferred outstanding at August 31, 2024.

of the Company’s officers or directors beneficially own any shares of the outstanding shares of Series I Preferred, and therefore

have been excluded from the following table.

Name of Beneficial Owner (1)

Number of Shares Beneficially Owned

Percentage of Shares Beneficially Owned (1)

5% Beneficial Owners:

c/o NextTrip, Inc.

on 30,178 shares of Series I Preferred outstanding at August 31, 2024.

Compensation Plan Information

following table provides certain information with respect to our equity compensation plans as of December 31, 2022.

following table provides certain information with respect to our equity compensation plans as of February 29, 2024.

Plan Category

5 unchanged sentences

2023 Equity Incentive Plan (1)

2013 Equity Incentive Plan (2)

Equity compensation plans not approved by security holders (3)

Chief Executive Officer Inducement Options (4)

On March 15, 2013, the Company’s Board of Directors approved the Company’s 2013 Equity Incentive Plan.

The 2013 Equity

Incentive Plan was approved by our stockholders on October 10, 2013.

On August 9, 2022, an amendment to our 2013 Equity Incentive

Plan was approved by our stockholders to increase the number of shares of our common stock subject to the 2013 Equity Incentive Plan

to 2,265,000.

The Plan automatically expired on March 15, 2023, which was the tenth anniversary of the adoption of the Plan by

the Company’s Board of Directors.

On November 19, 2023 the Company’s Board of Directors adopted the Company’s 2023 Equity Incentive Plan, which was approved

by our stockholders on December 28, 2023.

On March 15, 2013, the Company’s Board of Directors adopted the Company’s 2013 Equity Incentive Plan.

The 2013 Equity Incentive

Plan was approved by our stockholders on October 10, 2013.

The Plan automatically expired on March 15, 2023, which was the tenth anniversary

of the adoption of the Plan.

On June 23, 2020, our Board of Directors adopted the Sigma Labs, Inc.

10 unchanged sentences

with the adoption of the Plan since no shares will be issued pursuant to the Plan.

As of December 31, 2022, the Company had awarded 1,157,787

SARs pursuant to the Plan.

As of February 29, 2024, the Company had 40,390 SARs

outstanding under the Plan.

On December 3, 2019, in conjunction with the hiring of Mark K.

1 unchanged sentence

the Company granted to Mr.

Ruport (i) an option to purchase 10,000 shares of our common stock with an exercise price of $11.20, which

fully vested and became exercisable on January 3, 2020;

and (ii) an option to purchase up to 40,000 shares of our common stock, with

an exercise price of $11.20, which fully vested and became exercisable on December 3, 2022.

In accordance with Nasdaq Listing Rule 5635(c)(4),

such options were granted to Mr.

Ruport (i) an option to purchase 500 shares of our common stock with an exercise price of $224.00, which fully

vested and became exercisable on January 3, 2020;

and (ii) an option to purchase up to 2,000 shares of our common stock, with an exercise

price of $224.00, which fully vested and became exercisable on December 3, 2022.

In accordance with Nasdaq Listing Rule 5635(c)(4), such

options were granted to Mr.

Ruport as an inducement award outside of the 2013 Equity Incentive Plan.

As of February 29, 2024, such inducement

shares were subject to an exercisability waiver until such time as the Company received shareholder approval to increase its authorized

common shares from 1,200,000 to 250,000,000 shares.

Such approval was obtained at a special meeting of stockholders on March 8, 2024.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

2 unchanged sentences

in control and other arrangements, which are described under “Executive Compensation” and “Director Compensation”

which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total

assets at year-end for the last two completed fiscal years;

which any director, executive officer, or other stockholder of more than 5% of our common

stock or any member of their immediate family had or will have a direct or indirect material

with Directors and Officers

have entered into an “at-will” employment agreement, effective as of September 15, 2022, with Stephan Kuehr under which

he serves as General Manager of European Operations.

Kuehr is entitled to an annual base salary of €200,000, and an annual

incentive bonus of up to €75,000 depending on individual and Company performance against certain specified goals.

the employment agreement, Mr.

Kuehr was granted an option to purchase up to 50,000 shares of common stock of the Company, with an

exercise price of $2.50, and vested as to 25,000 shares on January 1, 2023, and will vest as to 25,000 shares on January 1, 2024,

provided that Mr.

Kuehr remains an employee of the Company through such vesting date.

In addition, in connection with his

employment, on January 26, 2023 Mr.

Kuehr was granted an option to purchase up to 74.206 shares of common stock of the Company, with

an exercise price of $0.58 which vested as to 37,103 shares on January 26, 2023, and will vest as to the remaining 37,103 shares in

equal monthly installments beginning February 28, 2023 through December 31, 2024, provided, in each case, that Mr.

Kuehr remains an

employee of the Company through such vesting dates.

which the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed

fiscal years;

which any director, executive officer, or other stockholder of more than 5% of our common stock or any member of their immediate

family had or will have a direct or indirect material interest.

Party Loans to Company

February 29, 2024, NextTrip Holdings, Inc., a wholly owned subsidiary of the Company (“NextTrip”), issued an unsecured promissory

note, in the principal amount of $391,776.54 (the “Promissory Note”), to William Kerby, to memorialize the terms and conditions

of certain working capital advances made by Mr.

Kerby to NextTrip.

The Promissory Note accrues interest at a rate equal to 7.5% simple

interest per annum, and will automatically mature and become due and payable in full on February 28, 2025, subject to certain limited

The Promissory Note, or any portion thereof, may be prepaid by NextTrip Holdings, Inc.

without any penalty.

as Chief Executive Officer of both the Company and NextTrip.

The Promissory Note was approved by the Company’s Board of Directors,

including all independent members thereof.

March 18, 2024, NextTrip issued an unsecured line of credit promissory note, in the principal amount of $500,000 (the “Line of

Credit Promissory Note”), to William Kerby and Donald Monaco, together as holders, with an initial advance from Mr.

Monaco of $125,000.

As of August 31, 2024, the full principal amount of the Line of Credit Promissory Note had been advanced to the Company.

The Line of Credit

Promissory Note accrues interest at a rate equal to 7.5% simple interest per annum, and will automatically mature and become due and

payable in full on February 28, 2025, subject to certain limited exceptions.

The Line of Credit Promissory Note, or any portion thereof,

may be prepaid by NextTrip without any penalty.

Kerby serves as Chief Executive Officer of both the Company and NextTrip Holdings,

Monaco serves as Chairman of the Company’s Board of Directors.

The Line of Credit Promissory Note was approved by

the Company’s Board of Directors, including the independent members thereof.

April 23, 2024, the Company’s Board of Directors approved NextTrip to enter into a series of unsecured promissory notes with certain

investors, directors, officers, and employees to be identified subsequently by the Company, who shall individually provide funds (the

“Advances”) for the aggregate principal amount of $1,000,000.

As of August 31, 2024, the full principal amount of $1,000,000

had been advanced to the Company.

The Promissory Notes accrue interest at a rate equal to 7.5% simple interest per annum, and will automatically

mature and become due and payable one year from the date of execution, subject to certain limited exceptions.

The Promissory Notes, or

any portion thereof, may be prepaid by NextTrip without any penalty.

May 21, 2024, NextTrip issued an unsecured promissory note, in the principal amount of $455,000 (the “Promissory Note”),

to Donald Monaco to memorialize the terms and conditions of certain working capital advances made by Mr.

Monaco to NextTrip.

As of August 31, 2024, the outstanding principal balance of the Line of Credit Promissory Note was $405,000.

The Promissory Note accrues interest at a rate equal to 7.5% simple interest per annum, and will automatically mature and

become due and payable in full on February 28, 2025, subject to certain limited exceptions.

The Promissory Note, or

any portion thereof, may be prepaid by NextTrip without any penalty.

Monaco serves as Chairman of the Company’s Board of

The Promissory Note was approved by the Company’s Board of Directors, including the independent

members thereof.

Indemnification

12 unchanged sentences

PRINCIPAL ACCOUNTING FEES AND SERVICES

following is a summary of the fees billed to the Company by Haynie & Company for professional services rendered with respect to the

years ended December 31, 2022 and 2021:

following is a summary of the fees billed to the Company by TPS Thayer, the Company’s predecessor auditor for professional services

rendered with respect to the years ended February 29, 2024 and February 28, 2023.

No fees have yet been billed to the Company by Haynie

and Company, the Company’s current auditor:

Audit Related Fees

27 unchanged sentences

such services.

our fiscal year ended December 31, 2022, Haynie & Company provided no professional services other than those described above that

would require our Audit Committee to consider their compatibility with maintaining the independence of Haynie & Company.

our fiscal year ended , Haynie & Company provided no professional services other than those described above that would require our

Audit Committee to consider their compatibility with maintaining the independence of Haynie & Company.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

financial statements and related notes thereto are listed and included in this Annual Report beginning on page F-1.

The following documents

are furnished as exhibits to this Form 10-K.

and Restated Articles of Incorporation of the Company, as amended (previously filed by the Company as Exhibit 3.1 to the

Company’s Form 10-K filed on March 24, 2022 and incorporated herein by reference).

Our financial statements and related

notes thereto are listed and included in this Annual Report beginning on page F-1.

The following documents are furnished as exhibits to

this Form 10-K.

Share Exchange Agreement dated as of October 12, 2023 among Sigma Additive Solutions, Inc., NextTrip Holdings, Inc., NextTrip Group, LLC and the NextTrip Representative (filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 and incorporated by reference herein).

Amended and Restated Articles of Incorporation of the Company, as amended (previously filed by the Company as Exhibit 3.1 to the Company’s Form 10-K filed on March 24, 2022 and incorporated herein by reference).

Certificate of Amendment to Amended and Restated Articles of Incorporation, as amended (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 12, 2022, and incorporated herein by reference).

and Restated Bylaws of the Company, as amended.

(filed by the Company as Exhibit 3.12 to the Company’s Form

10-K, filed on March 24, 2021, and incorporated herein by reference).

Amended and Restated Bylaws of the Company, as amended.

(filed by the Company as Exhibit 3.12 to the Company’s Form 10-K, filed on March 24, 2021, and incorporated herein by reference).

Amendment No.

1 unchanged sentence

(filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed December 16, 2022, and incorporated herein by reference).

Certificate of Change Pursuant to NRS 78.209 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 22, 2023 and incorporated herein by reference).

Certificate of Designation of Series F Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 9, 2024 and incorporated herein by reference).

Certificate of Designation of Series G Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Certificate of Designation of Series H Convertible Preferred Stock (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Certificate of Designation of Series I Convertible Preferred Stock (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed February 22, 2024 and incorporated herein by reference).

Certificate of Amendment, effective March 13, 2024 (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed March 12, 2024 and incorporated herein by reference).

Form of Common Stock Purchase Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 6, 2018, and incorporated herein by reference).

15 unchanged sentences

333-212735) filed on July 28, 2016, as amended, and incorporated by reference).

Form of Warrant (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 22, 2024 and incorporated by reference herein).

Form of Nonqualified Stock Option Agreement (previously filed by the Company as Exhibit 10.4 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference)*

1 unchanged sentence

Form of Restricted Stock Agreement (previously filed by the Company as Exhibit 10.6 to the Company’s Form 10-K, filed on April 1, 2019, and incorporated herein by reference).

Employment Offer Letter Agreement, effective August 10, 2015, between Sigma Labs, Inc.

and Ronald Fisher (filed as Exhibit 10.12 to the Company’s Form 10-K, filed on March 16, 2016, for the fiscal year ended December 31, 2015, and incorporated herein by reference).*

Form of Indemnification Agreement for directors and officers of Sigma Labs, Inc.

(filed as Exhibit 10.12 to the Company’s Registration Statement on Form S-1, filed on July 28, 2016, and incorporated herein by reference).*

Amendment No.

1, dated September 18, 2017, to Employment Offer Letter Agreement, effective August 10, 2015, between Sigma Labs, Inc.

and Ronald Fisher (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 20, 2017 and incorporated herein by reference).*

Amendment No.

2, dated February 21, 2018, to Employment Offer Letter Agreement between the Company and Ronald Fisher (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 27, 2018 and incorporated herein by reference).*

Securities Purchase Agreement, dated as of April 6, 2018, between Sigma Labs, Inc.

and the Purchasers thereunder (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 6, 2018 and incorporated herein by reference).

Employment Agreement, effective as of September 25, 2017, between Darren Beckett and Sigma Labs, Inc.

(filed as Exhibit 10.1 to the Company’s Form 10-Q, filed on November 14, 2018, for the period ended September 30, 2018, and incorporated herein by reference).*

Securities Purchase Agreement, dated as of May 7, 2019, between the Company and the Purchaser (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed May 8, 2019, and incorporated herein by reference).

10 unchanged sentences

2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference).*

of Stock Appreciation Rights Agreement (Non-employee Directors;

2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.3 to the

Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference).

of Waiver (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 12, 2021, and incorporated herein

by reference).

of Securities Purchase Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2021, and

incorporated herein by reference).

and 2022 Corporate Goals – Cash and Equity Incentive Plan, dated June 10, 2021

(filed as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2021,

and incorporated herein by reference).*

Corporate Goals – Cash and Equity Incentive Plan, dated July 1, 2023 (filed as an exhibit to the Company’s Current Report

on Form 8-K filed July 8, 2022, and incorporated herein by reference).*

Additive Solutions, Inc.

2013 Equity Incentive Plan, as Amended (filed as Exhibit 99.1 to

the Company’s Form S-8 Registration Statement, filed on October 19, 2022 and incorporated

herein by reference).*

2021 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s

Current Report on Form 8-K filed July 16, 2021 and incorporated herein by reference).*

letter agreement, effective as of September 20, 2021, between Sigma Labs, Inc.

Brunsberg (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed

October 21, 2021, and incorporated herein by reference).*

dated February 16, 2022, to employment letter agreement, effective as of September 20, 2021,

between Sigma Labs, Inc.

and Jacob Brunsberg (filed by the Company as Exhibit 10.28 to the

Company’s Form 10-K, filed on March 24, 2022 and incorporated herein by reference).*

dated February 16, 2022, to Amended and Restated Employment Agreement, dated June 10, 2021, between Sigma Labs, Inc.

Ruport (filed by the Company as Exhibit 10.29 to the Company’s Form 10-K, filed on March 24, 2022, and incorporated herein

by reference).*

effective as of April 1, 2022, to employment letter agreement, effective as of September 20, 2021, between Sigma Labs, Inc.

Brunsberg (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2022, and incorporated herein

by reference).*

Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

Brunsberg.* **

Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

Orzechowski.* **

Form of Stock Appreciation Rights Agreement (Non-employee Directors;

2020 Stock Appreciation Rights Plan) (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed June 29, 2020 and incorporated herein by reference).

Form of Waiver (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 12, 2021, and incorporated herein by reference).

Form of Securities Purchase Agreement (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 30, 2021, and incorporated herein by reference).

2021 and 2022 Corporate Goals – Cash and Equity Incentive Plan, dated June 10, 2021 (filed as an exhibit to the Company’s Current Report on Form 8-K filed June 15, 2021, and incorporated herein by reference).*

2022 Corporate Goals – Cash and Equity Incentive Plan, dated July 1, 2022 (filed as an exhibit to the Company’s Current Report on Form 8-K filed July 8, 2022, and incorporated herein by reference).*

Sigma Additive Solutions, Inc.

2013 Equity Incentive Plan, as Amended (filed as Exhibit 99.1 to the Company’s Form S-8 Registration Statement, filed on October 19, 2022 and incorporated herein by reference).*

Sigma Labs, Inc.

2021 Employee Stock Purchase Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed July 16, 2021 and incorporated herein by reference).*

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

and Jacob Brunsberg.***

Retention Bonus and Change in Control Agreement, dated as of January 26, 2023, entered into by Sigma Additive Solutions, Inc.

and Frank Orzechowski.***

At-The-Market Sales Issuance Agreement dated August 14, 2023 between Sigma Additive Solutions, Inc.

and Lake Street Capital Markets, LLC (filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed August 14, 2023 and incorporated herein by reference).

Asset Purchase Agreement dated as of October 6, 2023 between Sigma Additive Solutions, Inc.

and Divergent Technologies, Inc.

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 13, 2023 and incorporated by reference herein).

Separation Agreement between Sigma Additive Solutions and Jacob Brunsberg, dated November 22, 2023 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein).*

Separation Agreement between Sigma Additive Solutions and Frank Orzechowski, dated November 22, 2023 (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on November 24, 2023 and incorporated by reference herein) .*

Employment letter agreement dated December 29, 2023 between Sigma Additive Solutions, Inc.

and William Kerby (filed by the Company as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 3, 2024 and incorporated by reference herein).

Perpetual License Agreement, by and among the Company, NextTrip Holdings, Inc.

and Promethean TV, Inc., dated as of January 26, 2024.

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed January 30, 2024 and incorporated herein by reference).

Form of Securities Purchase Agreement, dated as of February 15, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed February 22, 2024 and incorporated herein by reference).

Unsecured Promissory Note by and between NextTrip Holdings, Inc.

and William Kerby, dated as of February 29, 2024 (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 1, 2024 and incorporated herein by reference).

Unsecured Line of Credit Promissory Note by and between NextTrip Holdings, Inc.

and William Kerby and Donald Monaco, dated as of March 18, 2024.

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed March 22, 2024 and incorporated herein by reference).

NextTrip Inc’s Insider Trading Policy**

Consent of Haynie & Company.**

5 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.***

NextTrip, Inc.

Compensation Recovery Policy**

XBRL Instance Document.

14 unchanged sentences

ADDITIVE SOLUTIONS, INC.

Jacob Brunsberg

and Chief Executive Officer

September 4, 2024

William Kerby

Executive Officer

Executive Officer)

September 4, 2024

Frank Orzechowski

3 unchanged sentences

registrant in the capacities and on the dates indicated.

Jacob Brunsberg

and Chief Executive Officer (Principal Executive Officer and Director)

William Kerby

Executive Officer (Principal Executive Officer and Director)

September 4, 2024

Frank Orzechowski

Financial Officer

September 4, 2024

Financial and Accounting Officer)

September 4, 2024

Salvatore Battinelli

September 4, 2024

Dennis Duitch

September 4, 2024

Jacob Brunsberg

to Financial Statements

7 unchanged sentences

the Board of Directors and

Stockholders of Sigma Additive Solutions, Inc.

(formerly Sigma Labs, Inc.)

of NextTrip, Inc.

on the Financial Statements

have audited the accompanying balance sheets of Sigma Additive Solutions, Inc.

(the Company) as of December 31, 2022 and 2021, and the

related statements of operations, stockholders’ equity, and cash flows for each of the years in the two-year period ended December

31, 2022, and the related notes (collectively referred to as the financial statements).

In our opinion, the financial statements present

fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations

and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with accounting principles generally

accepted in the United States of America.

Consideration

of the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As discussed in Note 1 to

the financial statements, the company has sustained recurring losses and negative cash flows from operations since inception.

will require additional funding in the public or private markets to continue operations for the next year.

These factors raise substantial

doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note

The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

have audited the accompanying consolidated balance sheets of NextTrip, Inc.

(the Company) as of February 29, 2024 and February

28, 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years in

the two-year period ended February 29, 2024, and the related notes (collectively referred to as the financial statements).

opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of February 29,

2024 and February 28, 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended

February 29, 2024, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

accompanying financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in

Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a negative working capital

that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters

are also described in Note 1.

The financial statements do not include any adjustments that might result from the outcome of this

financial statements are the responsibility of the Company’s management.

29 unchanged sentences

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Recognition – Multiple Deliverables in Revenue Contracts

Acquisition with Sigma Additive Solutions, Inc.

of the Matter

discussed in Note 1 to the financial statements, Sigma Additive Solutions, Inc.’s revenue is derived primarily from the sale of

software, the related hardware suite, and engineering services.

The Company’s contracts with customers typically include the promise

to transfer multiple goods and/or services to the customer.

Management must assess whether each promised good or service is distinct

for the purpose of identifying the performance obligations within the contract and must then determine and allocate the transaction price

to the performance obligations.

This assessment can be subjective and requires management to make judgments about the individual promised

goods or services and whether such goods or services are separable and distinct from the other aspects of the contractual relationship.

management’s assessment and recognition of revenue can be complex, involves judgment, and is based on a thorough understanding

of the Company’s offerings.

we Addressed the Matter in Our Audit :

obtained a thorough understanding of the controls the Company has in place to perform this assessment including walk-throughs of the

key controls and analysis of the design and operating effectiveness of these controls.

To evaluate Sigma Additive Solutions, Inc.’s

assessment of performance obligations and allocation of price, our audit procedures included, among others, reading and evaluating management’s

assumptions used to determine the distinct performance obligations and price allocations.

We compared the stand-alone price for each

performance obligation to the allocated prices to ensure the allocation was reasonable.

We also obtained confirmations from customers

verifying the terms of the contracts.

described in Note 1 of the financial statements, Sigma entered into a share exchange agreement with NextTrip, Inc.

whereby the NextTrip,

would exchange all outstanding shares of NextTrip Inc.

in exchange for 156,007 of restricted sigma shares, with a right to receive

up to an additional 5,843,993 restricted shares.

Sigma was considered the legal acquirer and NextTrip Inc.

was treated as the accounting

As such the Company accounted for the transaction as a reverse merger.

transaction is complex in nature, required management judgment, and required a thorough understanding of the transaction and related

accounting guidance.

We Addressed the Matter

obtained an understanding of the transaction through discussions with management, review of the underlying agreements, and review of

management’s memo in connection with ASC 805 Accounting for Business Combinations.

We then tested management’s assumptions

used in their analysis, the valuation of the shares issued, and the calculation of goodwill.

Haynie & Company

Lake City, Utah

have served as the Company’s auditor since 2018.

Additive Solutions, Inc.

(formerly Sigma Labs, Inc.)

December 31, 2022

December 31, 2021

Current Assets:

September 4, 2024

We have served as the Company’s auditor since 2024.

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

BALANCE SHEETS

of February 29, 2024 and February 28, 2023

Cash and cash equivalents

Promissory note receivable, net

Accounts receivable, net

Prepaid Assets

Prepaid expenses and other current assets

Total Current Assets

Other Assets:

Non-Current assets

Property and equipment, net

Intangible assets, net

Total Other Assets

LIABILITIES AND STOCKHOLDERS’ EQUITY

Security deposit

Right of Use Asset

Total Non-Current Assets

Current Liabilities

Accounts payable

Deferred Revenue

Accrued expenses

Convertible Notes

Deferred revenue

Notes payable - related parties

Operating Lease Liability – Short Term

Total Current Liabilities

Non- Current Liabilities

Operating Lease Liability – Long Term

Total Non-Current Liabilities

Total Liabilities

Commitments & Contingencies

Stockholders’ Equity

Preferred Stock, $ 0.001

Commitments and Contingencies

Stockholder’s Equity

Preferred Stock, $ 0.001 par value;

10,000,000 shares authorized;

shares issued and outstanding

Common Stock, $ 0.001

472,996 and 0 shares issued and outstanding, respectively

Common Stock, par value $ 0.001 ,

1,200,000 shares authorized, 936,430

shares issued and outstanding

and 83,371 shares issued and

outstanding, respectively (*)

Additional Paid in Capital (*)

4 unchanged sentences

Total Liabilities and Stockholders’ Equity

accompanying notes to financial statements

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

(formerly Sigma Labs, Inc.)

of Operations

December 31, 2022

December 31, 2021

COST OF REVENUE

Salaries & Benefits

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements .

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

STATEMENTS OF OPERATIONS

THE YEARS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

February 29, 2024

February 28, 2023

Cost of revenue (exclusive of depreciation and amortization, shown separately below)

Operating Expenses

Salaries and benefits

Stock based compensation

Operations and R&D Costs

Investor, Public Relations and Marketing

Organizational Costs

Legal & Professional Service Fees

Office Expenses

Depreciation & Amortization

Other Operating Expenses

General and administrative

Sales and marketing

Professional Service Fees

Organization Costs

Depreciation and amortization

Other expenses

Total Operating Expenses

LOSS FROM OPERATIONS

Operating loss

( 5,679,357 )

( 4,951,855 )

Other Income/(Expenses)

Loss on disposal of assets

Gain on extinguishment of liability

Loss on promissory note receivable

Interest income (expense), net

Other Income (expense)

Interest Income

State Incentives

Exchange Rate Loss

Interest Expense

Total other income (expense)

LOSS BEFORE PROVISION FOR INCOME TAXES

Net loss from continuing operations before taxes

( 6,656,837 )

1 unchanged sentence

Provision for income taxes

Net loss from continuing operations

$ ( 6,656,837 )

$ ( 5,033,496 )

Net loss from discontinued operations, net of taxes

( 7,332,151 )

( 5,033,496 )

Preferred Dividends

2 unchanged sentences

$ ( 5,033,496 )

Net Loss per Common Share - Basic and Diluted

Weighted Average Number of Shares Outstanding - Basic and Diluted

accompanying notes to financial statements

Basic and diluted loss per common share from continuing operations ( * )

Basic and diluted loss per common share from discontinued

operations ( * )

Basic and diluted loss per common share ( * )

Basic and diluted weighted average number of common shares ( * )

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

(formerly Sigma Labs, Inc.)

of Stockholders’ Equity

The Years Ended December 31, 2022 and 2021

Preferred Shares Outstanding

Preferred Stock

Common Shares Outstanding

Additional Paid-in Capital

Accumulated Deficit

Balances, December 31, 2020

$ ( 33,105,008 )

Common Shares Sold in Public Offerings

Gain on Derivative Liability

( 1,092,441 )

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements .

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

STATEMENTS OF STOCKHOLDERS’ EQUITY

THE YEARS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

Additional Paid in

Balance, February 28, 2022 ( * )

$ ( 11,778,367 )

Preferred Stock Dividends

Common Shares Issued for Conversion of Preferred Shares

Common Shares Issued for Exercise of Common Warrants

Securities Issued to Directors for Services

Securities Issued for Third Party Services

Securities Awarded to Employees

Offering Costs

$ ( 11,778,267 )

Issuance of Common Shares

( 5,033,496 )

Balance, February 28, 2023 ( * )

$ ( 16,811,863 )

Balances, December 31, 2021

Beginning balance

$ ( 16,811,863 )

Issuance of Preferred Shares

Conversion of Convertible Notes

Purchases of Common Shares

Issuance of Common Shares for Services

Reverse Acquisition of Sigma Additive Solutions, Inc.

Stock Compensation

Preferred Stock Dividends

Securities Issued to Directors for Services

Securities Issued for Third Party Services

Securities Awarded to Employees

( 7,332,151 )

Balances, December 31, 2022

Balance, February 29, 2024 ( * )

$ ( 24,151,139 )

accompanying notes to financial statements

Ending balance

$ ( 24,151,139 )

* On December 29,

2023, Sigma Additive Solutions, Inc.

acquired NextTrip in a reverse acquisition.

NextTrip Group, LLC was issued 83,371 shares of Sigma

Additive Solutions, Inc.

(formerly Sigma Labs, Inc.)

of Cash Flows

December 31, 2022

December 31, 2021

OPERATING ACTIVITIES

common stock in exchange for 100 % of the issued and outstanding capital stock of NextTrip at the time of the

reverse acquisition.

The Company has reflected this transaction retroactively in these financial statements .

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

STATEMENTS OF CASH FLOWS

THE YEARS ENDED FEBRUARY 29, 2024 AND FEBRUARY 28, 2023

February 29, 2024

February 28, 2023

Cash Flows from Operating Activities:

Net Loss from continuing operations

$ ( 6,656,837 )

1 unchanged sentence

Adjustments to reconcile net loss to net cash used in operating activities:

Noncash Expenses:

Depreciation and Amortization

Gain on Derivative Liability

( 1,092,441 )

Stock Based Compensation - Employees

Stock Based Compensation - Third Party Services

Stock Based Compensation - Directors

Change in assets and liabilities:

Depreciation and amortization – property and equipment and intangibles

Depreciation of right of use asset

Loss on promissory note receivable

Stock based compensation

Gain on extinguishment of liability

Loss on sale of intangible assets

Changes in operating assets and liabilities:

Accounts receivable

Prepaid Assets

Accounts Payable

Prepaid expenses

Security deposit

Right of use lease liability

Accounts payable and accrued expenses

Deferred revenue

Accrued Expenses

Long-Term portion of Stock Appreciation Rights

Long-Term portion of Deferred Payroll Taxes under the CARES Act

Net cash used in operating activities from continuing operations

( 5,056,095 )

( 3,792,600 )

Net cash used in operating activities from discontinued operations

Net cash used in operating activities

1 unchanged sentence

( 3,792,600 )

INVESTING ACTIVITIES

Purchase of Property and Equipment

Purchase of Intangible Assets

NET CASH USED IN INVESTING ACTIVITIES

FINANCING ACTIVITIES

Gross Proceeds from Public and Private Issuances of Securities

Less Offering Costs

Cash Flows from Investing activities:

Purchase of equipment

Capitalized software development costs

( 1,016,175 )

Proceeds from Exercise of Warrants

NET CASH PROVIDED BY FINANCING ACTIVITIES

NET CHANGE IN CASH FOR PERIOD

( 2,354,094 )

CASH AT BEGINNING OF PERIOD

CASH AT END OF PERIOD

Supplemental Disclosures:

Noncash investing and financing activities disclosure:

Issuance of Common Shares for Preferred Dividends

Other noncash operating activities disclosure:

Issuance of Securities for Services

Disclosure of cash paid for:

Promissory note – related party

Reverse acquisition of Sigma Additive Solutions, Inc.

Sale of Sigma Additive Solutions, Inc.

Net cash provided (used) in investing activities

( 4,290,930 )

Cash Flows from Financing Activities:

Proceeds from notes payable - related party

Proceeds from issuance of convertible notes

Proceeds from issuances of common shares

Proceeds from issuances of preferred shares

Advances from related party, net

Net cash provided by financing activities

Increase in cash

Cash - beginning of the period

Cash - end of the period

Supplemental cash flow information

Cash paid for interest

Cash paid for taxes

Non-Cash Financing Transactions

Issuance of preferred shares for services

Issuance of preferred shares for perpetual software license

Conversion of convertible notes

Preferred stock dividends

Issuance of common shares for services

accompanying notes to financial statements

(FORMERLY SIGMA ADDITIVE SOLUTIONS, INC.)

TO THE CONSOLIDATED FINANCIAL STATEMENTS

29, 2024 AND FEBRUARY 28, 2023

1 - Business Description and Going Concern

Additive Solutions, Inc.

(FORMERLY SIGMA LABS, INC.)

TO FINANCIAL STATEMENTS

(“Sigma”), the legal acquiror of NextTrip, was initially incorporated as Messidor Limited in Nevada

on December 23, 1985, and changed its name to Framewaves Inc.

On September 27, 2010, the name was changed to Sigma Labs, Inc.

On May 17, 2022, Sigma Labs, Inc.

began doing business as Sigma Additive Solutions, and on August 9, 2022, changed its name to Sigma

Additive Solutions, Inc.

March 11, 2024, Sigma filed a Certificate of Amendment to its Amended and Restated Articles of Incorporation, as amended to date, with

the Secretary of State of the State of Nevada, pursuant to which, effective as of 12:01 a.m.

Pacific time on March 13, 2024, among other

things, Sigma’s corporate name was changed from Sigma Additive Solutions, Inc.

to “NextTrip, Inc.”

Company’s corporate office is located at 3900 Paseo del Sol, Santa Fe NM 87507 The consolidated financial statements include the

accounts of the Company’s wholly owned subsidiaries, NextTrip Holdings Inc.

incorporated October 22, 2015, and Extraordinary Vacations

USA, Inc., incorporated on June 24, 2002.

to the Share Exchange Agreement as described below, NextTrip Holdings, Inc.

(“NextTrip”) was a wholly owned subsidiary

of NextTrip Group, LLC (“Group”), which in turn, was a wholly owned subsidiary of NextPlay Technologies, Inc.

(“NextPlay”).

All of the business operations of Group were conducted through its subsidiaries.

On January 25, 2023,

NextPlay and Group entered into an Amended and Restated Separation Agreement (“Separation Agreement”), Amended and

Restated Operating Agreement (“Operating Agreement”), and Exchange Agreement (“Exchange Agreement”),

together the Agreements (“Agreements”), whereby NextPlay transferred their interest in the travel business to Group.

Pursuant to the Exchange Agreement, NextPlay exchanged 1,000,000

Membership Units of Group for 400,000

Preferred Units of Group, with a value of $ 10

Prior to the exchange for Preferred Units, Group had a payable due to NextPlay of $ 17,295,873 ,

representing cash advances and payment of expenses by NextPlay on behalf of Group, while NextPlay had obligations to provide ongoing

support to NextTrip.

Such liability was settled by the issuance of the Preferred Units and the waiver of all of NextPlay’s

ongoing support obligations except for a $ 1.5 million advance remaining under a promissory note and as such NextTrip recorded the

payable as contributed capital.

Company provides travel technology solutions with sales originating in the United States, with a primary emphasis on hotels, air, and all-inclusive travel packages.

Our proprietary booking engine, branded

as NextTrip 2.0, provides travel distributors access to a sizeable inventory.

Company owns 50 % of Next Innovation LLC (Joint Venture) and this entity is in the process of a first structure plan.

No activities nor

operations occurred in 2023 or 2024 and NextTrip, Inc.

does not have control of the company and therefore no minority interest was recorded.

October 12, 2023, Sigma entered into a Share Exchange Agreement (as amended, the “Exchange Agreement”) with NextTrip, Group,

and William Kerby (the “NextTrip Representative”).

Under the terms of the Exchange Agreement, the parties agreed that Group

would sell and transfer to Sigma all of the issued and outstanding shares of NextTrip in exchange for 156,007 restricted shares of Sigma

common stock (the “Closing Shares”), issuable at closing, and the right to receive up to an additional 5,843,993 restricted

shares of Sigma common stock upon satisfaction of certain milestones set forth in the Exchange Agreement (the “Contingent Shares,”

and together with the Closing Shares, the “Restricted Shares”), which Restricted Shares are issuable to the members of Group,

on a pro rata basis, under the terms of the Exchange Agreement, subject to certain closing conditions (the “Acquisition”).

Upon the closing of the Acquisition on December 29, 2023, NextTrip became a wholly owned subsidiary of Sigma.

Contingent Shares, together with the Closing Shares, will not exceed 6,000,000 shares of Sigma common stock, or approximately 90.2 % of

the issued and outstanding shares of Sigma common stock immediately prior to the closing.

The Acquisition will likely result in a change

of control, with the members of Group receiving an aggregate number of shares that exceeds the number of shares that held by the legacy

shareholders of Sigma.

As a result, the Acquisition is accounted for as a reverse acquisition of NextTrip by Sigma, whereby Sigma is

treated as the legal acquirer and NextTrip is treated as the accounting acquirer.

As a result, the historical financial information presented

is that of NextTrip.

accordance with ASC 805 - 40 - 45 - 1, the consolidated financial statements prepared following a reverse acquisition

are issued under the name of the legal parent (NextTrip, Inc., f/k/a Sigma Additive Solutions, Inc.) but described in the notes to the

financial statements as a continuation of the financial statements of the legal subsidiary (NextTrip), with one adjustment, which

is to retroactively adjust the accounting acquirer’s legal capital to reflect the legal capital of the accounting acquiree.

adjustment is required to reflect the capital of the legal parent.

Comparative information presented in the consolidated financial statements

also is retroactively adjusted to reflect the legal capital of the legal parent.

ASC 805 - 40 - 45 - 2, the consolidated financial statements represent the continuation of the legal subsidiary

except for the capital structure, as follows:

assets and liabilities of the legal subsidiary recognized and measured at their pre-combination carrying amounts;

assets and liabilities of the legal parent recognized and measured in accordance with the guidance in this topic applicable to business

combinations (ASC 805);

retained earnings and other equity balances of the legal subsidiary before the business combination;

amount required to be recognized as issued equity interests in the consolidated financial statements determined by adding the issued

equity interest of the legal subsidiary outstanding immediately before the business combination to the fair value of the legal parent

determined in accordance with the guidance in ASC 805 applicable to business combinations.

However, the equity structure reflects

the equity structure of the legal parent, including the equity interests the legal parent issued to affect the combination.

the equity structure of the legal subsidiary is restated using the exchange ratio established in the acquisition agreement to reflect

the number of shares of the legal parent issued in the reverse acquisition.

assets and liabilities of Sigma Additive Solutions, Inc.

were recognized at fair value under ASC 805 as described in NOTE 8 –

of February 29, 2024, and February 28, 2023, the Company had an accumulated deficit of $ 24,151,139 and $ 16,811,863 respectively, and

working capital deficit of $ 262,005 and $ 2,310,654 , respectively, and has incurred losses since incorporation.

The Company will need

to raise additional funds through equity or debt financings to support the on-going operations, increase market penetration of our products,

expand the marketing and development of our travel and technology driven products, provide capital expenditures for additional equipment

and development costs, payment obligations, and systems for managing the business including covering other operating costs until the

planned revenue streams are fully implemented and begin to offset our operating costs.

In the event the Company is unable to raise adequate funding in the future

for its operations and to pay its outstanding debt obligations, the Company may be forced to scale back its business plan and/or liquidate

some or all of its assets or may be forced to seek bankruptcy protection.

In light of the foregoing, there is substantial doubt about our ability

to continue as a going concern for 12 months from the date of the filing of this Annual Report.

Issues Surrounding the COVID-19 Pandemic

March 11, 2020, the World Health Organization declared COVID-19 a global pandemic.

This contagious disease outbreak and any related adverse

public health developments, has adversely affected workforces, economies, and financial markets globally, leading to an economic downturn.

duration and severity of the COVID-19 pandemic impeded global economic activity for an extended period of time, even as restrictions

have been lifted in many jurisdictions (including the United States) and vaccines are being made available, leading to decreased per

capita income and disposable income, increased and sustained unemployment or a decline in consumer confidence, all of which significantly

reduced discretionary spending by individuals and businesses on travel and may create a recession in the United States or globally.

turn, that could have a negative impact on demand for our services.

We also cannot predict the long-term effects of the COVID-19 pandemic

on our partners and their business and operations or the ways that the pandemic may fundamentally alter the travel industry.

The aforementioned

circumstances could result in a material adverse impact on our business, financial condition, results of operations and cash flows, potentially

for a prolonged period.

we currently cannot predict the full impact of the COVID-19 pandemic on our fiscal 2025 financial results relating to our operations,

we anticipate an increase in year-over-year revenue as compared to fiscal year 2023.

However, the ultimate extent of the COVID-19 pandemic

and its impact on global travel and overall economic activity is constantly changing and impossible to predict currently.

Company is seeing the return to normal operations.

2 – Summary of Significant Accounting Policies

of Business – Sigma Additive Solutions, Inc.

(formerly Sigma Labs, Inc.), a Nevada corporation, (“Company,” “Sigma,”

“we,” “us” and “our”), was founded by a group of scientists, engineers and businessmen to develop

and commercialize novel and unique manufacturing and materials technologies.

Sigma believes that some of these technologies will fundamentally

redefine conventional quality assurance and process control practices by embedding them into the manufacturing processes in real time,

enabling process intervention and ultimately leading to closed loop process control.

The Company anticipates that its core technologies

will allow its clientele to combine advanced manufacturing quality assurance and process control protocols with novel materials to achieve

breakthrough product potential in many industries including aerospace, defense, oil and gas, bio-medical, and power generation.

of Presentation – The accompanying financial statements have been prepared by the Company in accordance with Generally Accepted

Accounting Principles (“GAAP”) in the United States of America.

In the opinion of management, all adjustments (which include

only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at December

31, 2022 and 2021 and for the periods then ended have been made.

Going Concern – The Company has sustained losses and had negative cash flows from operating activities since its inception.

in 2017, the company committed itself to a focused initiative to transition its product and culture from research and development

into an enterprise with a commercial industrial product and a business-oriented operation culture.

Company did not raise any capital in 2022.

In 2021, the Company relied on both public and private offerings to finance its operations.

In January 2021, the Company closed a public offering of our common stock in which it issued 1,711,783 shares of common stock at $ 3.00

per share, resulting in net proceeds of approximately $ 4,532,444 after deducting underwriting discounts and commissions and other offering

expenses payable by the Company.

In March 2021, the Company closed a public offering of its securities in which it issued 2,190,000 shares

of common stock at $ 4.445 per share, resulting in net proceeds to the Company of approximately $ 8,736,488 after deducting placement agent

commissions and other offering costs payable by the Company.

During the first quarter of 2021, the Company issued 454,404 shares of common

stock pursuant to the exercise of warrants, resulting in net proceeds to the Company of $ 1,136,010 .

continuing operations of the Company are no longer solely dependent upon financing the cost of product development in the absence of

revenues, but rather upon our abilities to finance our efforts to successfully ramp up commercialization, thus earning the product validation

of both customer licensing and purchases and creating a dynamic in which public and private offerings facilitate the growth of revenues.

Company currently has sufficient cash and working capital to fund operations through May 2023 and will require additional funding in

the public or private markets in the near-term to be able to continue operations.

The Company currently has no understanding or

agreement to obtain such funding, and there is no assurance that we will be successful in obtaining additional funding.

to obtain sufficient funding when needed, we will be forced to delay, scale back or eliminate all or a portion of our

commercialization efforts and operations.

As a result, there is substantial doubt about our ability to continue as a going concern.

of Presentation and Principles of Consolidation

accompanying consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the

Securities and Exchange Commission (“SEC”).

The Financial Statements have been prepared using the accrual basis of accounting

in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiaries.

All intercompany

transactions and balances have been eliminated in consolidation.

and presentation currency

financial statements are presented in United States dollars (“USD”), which is the Company’s functional and reporting

All financial information has been rounded to the nearest dollar except where otherwise indicated.

preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that

affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the consolidated

financial statements, and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from

those estimates.

These differences could have a material effect on the Company’s future results of operations and financial position.

Significant items subject to estimates and assumptions include the carrying amounts of intangible assets, depreciation and amortization.

about key assumptions and estimation uncertainty that has a significant risk of resulting in a material adjustment to the carrying amounts

of the Company’s assets and liabilities within the next financial year are referenced in the notes to the financial statements

assessment of the Company to continue as a going concern;

The assessment of the allowance on the related party promissory note receivable;

Estimates of purchase price allocation;

measurement and useful life of intangible assets and property and equipment

Estimates of fair value of equity instruments;

Recoverability

of long lived assets

Per Share – The computation of loss per share is based on the weighted average number of shares outstanding during the period

2 unchanged sentences

or note conversion features were excluded due to the anti-dilutive effect they would have on the computation.

At December 31, 2022 and

2021, the Company had the following common shares underlying these instruments:

At February 29, 2024 and

February 28, 2023, the Company had the following common shares underlying these instruments:

Schedule of Anti-dilutive Securities Excluded

from Computation of Earnings Per Share

Year Ended December 31,

Year Ended February 29 and 28,

Stock Options

1 unchanged sentence

Total Underlying Common Shares

and Equipment – Property and equipment are stated at cost.

Expenditures for major renewals and betterments that extend the

useful lives of property and equipment are capitalized upon being placed in service.

Expenditures for maintenance and repairs are charged

to expense as incurred.

Depreciation is computed using the straight-line method over the estimated useful lives of the assets.

and Cash Equivalents

consists of amounts denominated in US dollars.

The Company has not experienced any losses on such accounts.

The Company considers all

highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

There were no cash equivalents

as of February 29, 2024, or February 28, 2023.

Company records cash paid in advance for goods and/or services to be received in the future as prepaid expenses.

Prepaid expenses are

expensed over time according to the terms of the purchase.

Other current assets are recognized when it is probable that the future economic

benefits will flow to the Company and the asset has a cost or value that can be measured reliably.

It is then charged to expense over

the expected number of periods during which economic benefits will be realized.

accounts receivable are recorded at the invoiced amount and do not bear interest.

The allowance for doubtful accounts is the Company’s

best estimate of the amount of probable credit losses in its existing accounts receivable.

Company considers accounts receivable to be fully collectible;

accordingly, no allowance for doubtful accounts is required.

become uncollectible, they will be charged to operations when that determination is made.

accounts receivable balances as of February 29, 2024 and February 28, 2023, were $ 34,092 , and $ 0 , respectively.

Promissory Note Receivable

from NextPlay under the promissory note as described in NOTE 1 – Business Description and Going Concern were $ 2,567,665

and $ 1,933,908 respectively.

Management has determined that, since NextPlay is in default under the terms of the promissory note, collectability

of the entire related party receivable as of February 29, 2024 is uncertain, and has therefore established an allowance for doubtful

accounts of $ 1,567,665 .

As of February 28, 2023, no allowance for doubtful accounts was established.

and Equipment

and measurement

of property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses.

When parts of an item

of property and equipment have different estimated useful lives, they are accounted for as separate items within property and equipment.

The costs of the ongoing regular repairs and maintenance of property and equipment are recognized in the period in which they are incurred.

is recognized in profit or loss over the estimated useful lives of each part of an item of property and equipment in a manner that most

closely reflects management’s estimated future consumption of the future economic benefits embodied in the asset.

The estimated

life has been determined to be five years unless a unique circumstance exists, which is then fully documented as an exception to the

accordance with its policy, the Company reviews the estimated useful lives of its fixed assets on an ongoing basis.

Taxes – The Company accounts for income taxes in accordance with ASC Topic No.

740, “Accounting for Income Taxes.”

Company has no tax positions at December 31, 2022 and 2021 for which the ultimate deductibility is highly uncertain but for which there

is uncertainty about the timing of such deductibility.

Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

the years ended December 31, 2022 and 2021, the Company recognized no interest and penalties.

All tax years starting with 2018 are open

for examination.

Receivable and Allowance for Doubtful Accounts - Trade accounts receivable are carried at original invoice amount less an estimate

made for doubtful accounts.

We determine the allowance for doubtful accounts by identifying potential troubled accounts and by using

historical experience and future expectations applied to an aging of accounts.

Trade accounts receivable are written off when deemed

uncollectible.

Recoveries of trade accounts receivable previously written off are recorded as income when received.

There was no allowance

for doubtful accounts at December 31, 2022 or 2021.

and Intangible Assets – Long-lived assets and certain identifiable definite life intangibles to be held and used by the Company

are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company continuously evaluates the recoverability of its long-lived assets based on estimated future cash flows and the estimated

liquidation value of such long-lived assets and provides for impairment if such undiscounted cash flows are insufficient to recover the

carrying amount of the long-lived assets.

If impairment exists, an adjustment is made to write the asset down to its fair value, and

a loss is recorded as the difference between the carrying value and fair value.

Fair values are determined based on quoted market values,

discounted cash flows or internal and external appraisals, as applicable.

Assets to be disposed of are carried at the lower of carrying

value or estimated net realizable value.

No patents were written off in 2022, and three patents totaling $ 10,510 were written off in

Utility patents are amortized over a 17 -year period.

Patents which are pending are not amortized.

Equivalents - The Company considers all highly liquid investments with an original maturity of three months or less at date of purchase

to be cash equivalents.

Value of Financial Instruments – The carrying amounts reported in the balance sheets for the cash and cash equivalents, receivables,

accounts payable, and accrued liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of

the short period of time between the origination of such instruments and their expected realization and their current market rate of

Company does not use derivative instruments for hedging of market risk or for trading or speculative purposes.

On March 26, 2021, the

Company closed an offering in which it issued warrants to purchase an aggregate of 2,190,000 shares of common stock in a private placement

concurrently with a registered direct offering (“Registered Offering”) of our common stock The warrants became exercisable

on May 24, 2021 , the date the Company obtained stockholder approval to increase its authorized common shares from 12,000,000 to 24,000,000

(“the Initial Exercise Date”) and will expire two years after the Initial Exercise Date.

to ASC 815.40.25.10, such warrants were accounted for as a derivative liability because the Company did not have sufficient authorized

and unissued shares of common stock available to settle the warrants at the issue date.

On May 24, 2021, upon receiving stockholder approval

to increase its authorized common shares, the Company reclassified the warrant liability to equity pursuant to ASC 815.40.35.8.

the twelve months ended December 31, 2021, the Company recorded a gain of $ 1,092,441 due to the change in the fair value of the derivative

liability as measured on a recurring basis.

useful lives for the Company’s property and equipment are as follows:

Useful Lives for Property and Equipment

Company measures separately acquired intangible assets at cost less accumulated amortization and impairment losses.

The Company recognizes

internally developed intangible assets when it has determined that the completion of such is technically feasible, and the Company has

sufficient resources to complete the development.

Subsequent expenditures are capitalized when they increase the future economic benefits

of the associated asset.

All other expenditures are recorded in profit or loss as incurred.

Company assesses whether the life of intangible asset is finite or indefinite.

The Company reviews the amortization method and period

of use of its intangible assets at least annually.

Changes in the expected useful life or period of consumption of future economic benefits

associated with the asset are accounted for prospectively by changing the amortization method or period as a change in accounting estimates

in profit or loss.

The Company has assessed the useful life of its trademarks as indefinite.

estimated useful lives for the Company’s finite life intangible assets are as follows:

Useful Lives for Finite Life Intangible Assets

Development Costs

Company capitalizes internal software development costs subsequent to establishing technological feasibility of a software application

in accordance with guidelines established by “ ASC 985-20-25 ” Accounting for the Costs of Software to Be Sold, Leased,

or Otherwise Marketed, requiring certain software development costs to be capitalized upon the establishment of technological feasibility.

The establishment of technological feasibility and the ongoing assessment of the recoverability of these costs require considerable judgment

by management with respect to certain external factors such as anticipated future revenue, estimated economic life, and changes in software

and hardware technologies.

Amortization of the capitalized software development costs begins when the product is available for general

release to customers.

Capitalized costs are amortized based on the straight-line method over the remaining estimated economic life of

of Intangible Assets

accordance with ASC 350-30-65 “ Goodwill and Other Intangible Assets ”, the Company assesses the impairment of identifiable

intangible assets whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

Factors the Company

considers important, which could trigger an impairment review include the following:

Significant underperformance compared to historical or projected future operating results.

Significant changes in the manner or use of the acquired assets or the strategy for the overall business, and

Significant negative industry or economic trends.

the Company determines that the carrying value of an intangible asset may not be recoverable based upon the existence of one or more

of the above indicators of impairment and the carrying value of the asset cannot be recovered from projected undiscounted cash flows,

the Company records an impairment charge.

The Company measures any impairment based on a projected discounted cash flow method using

a discount rate determined by management to be commensurate with the risk inherent to the current business model.

Significant management

judgment is required in determining whether an indicator of impairment exists and in projecting cash flows.

Intangible assets that have

finite useful lives are amortized over their useful lives.

Company adopted ASU 2016-02 (Topic ASC 842) Leases, which requires a lessee to recognize a lease asset and a leases liability for operating

leases arrangements greater than twelve (12) months.

determine if an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”)

assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets.

assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease

payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at commencement date based on the present

value of lease payments over the lease term.

As most of our leases do not provide an implicit rate, we generally use our incremental

borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement

The operating lease ROU asset also includes any lease payments made and excludes lease incentives.

Our lease terms may include

options to extend or terminate the lease when it is reasonably certain that we will exercise that option.

Lease expense for lease payments

is recognized on a straight-line basis over the lease term.

Reclassification

prior year amounts have been reclassified to conform to the current period presentation.

These reclassifications had no impact on the

net earnings (loss) or financial position.

Value of Financial Instruments

Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as

for certain assets and liabilities that are initially recorded at their estimated fair values.

Fair Value is defined as the exit price,

or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants

as the measurement date.

The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes

the use of unobservable inputs to value its financial instruments:

Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values

are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which

the determination of fair value requires a significant judgment or estimation.

instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair

value measurement.

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety

requires it to make judgments and consider factors specific to the asset or liability.

The use of different assumptions and/or estimation

methodologies may have a material effect on estimated fair values.

Accordingly, the fair value estimates disclosed, or initial amounts

recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

carrying amounts of the Company’s financial instruments including cash, accounts receivable, accounts payable, accrued expenses,

convertible notes and notes payable are of approximately fair value due to the short-term maturities of these instruments.

Concentration

of Credit Risk - The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits.

Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on cash and cash

Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk on its cash and

cash equivalents.

Based Compensation – The Company recognizes compensation costs to employees under ASC Topic No.

11 unchanged sentences

instruments issued to non-employees are recorded on the basis of the fair value of the instruments, as required by ASC Topic No.

In general, the measurement date is either (a) when a performance commitment, as

defined, is reached or (b) the earlier of the date that (i) the non-employee performance requirement is complete or (ii) the instruments

The measured value related to the instruments is recognized over a period based on the facts and circumstances of each particular

grant as defined in the FASB Accounting Standards Codification.

- Utility patents are amortized over a 17 -year period.

Patents which are pending are not amortized.

Estimates - The preparation of financial statements in conformity with generally accepted accounting principles in the United States

requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities, the disclosures

of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during

the reporting period.

Actual results could differ from those estimated by management.

Significant accounting estimates that may materially

change in the near future are impairment of long-lived assets, values of stock compensation awards and stock equivalents granted as offering

costs, and allowance for bad debts and inventory obsolescence.

- The Company leases office space from third parties.

The Company determines if a contract is a lease at inception.

contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

The lease term begins on the commencement date, which is the date the Company takes possession of the asset and may include options to

extend or terminate the lease when it is reasonably certain that the option will be exercised.

Leases are classified as operating or

finance leases based on factors such as the lease term, lease payments, and the economic life, fair value and estimated residual value

of the asset.

Where leases include an option to purchase the leased asset at the end of the lease term, this is assessed as a part of

the Company’s lease classification determination.

The Company only has short-term leases, cancelable upon 45 days’ notice,

and with remaining lease terms of less than one year.

Therefore, the Company has elected the short-term lease recognition exemption for

all leases, whereby leases are not recorded on the Company’s balance sheet and lease payments are recognized as lease expense on

a straight-line basis over the lease term.

Recognition – The Company’s revenue is derived primarily from sales of our software and related hardware suite under

perpetual licenses and from providing engineering services under contracts.

The Company recognizes revenue in accordance with ASC Topic

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, Revenue

from Contracts with Customers .

ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue

recognition guidance under prior U.S.

In general, the measurement date is either (a) when a performance commitment, as defined, is reached or (b) the earlier of the date that

(i) the non-employee performance requirement is complete or (ii) the instruments are vested.

The measured value related to the instruments

is recognized over a period based on the facts and circumstances of each particular grant as defined in the FASB Accounting Standards

Codification.

The Company recognizes revenue in accordance with ASC Topic No.

May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No.

2014-09, Revenue from Contracts

with Customers .

ASU 2014-09 is a comprehensive revenue recognition standard that superseded nearly all existing revenue recognition

guidance under prior U.S.

GAAP and replaced it with a principles-based approach for determining revenue recognition.

core principle of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount

that reflects the consideration to which the company expects to be entitled in exchange for those goods or services.

In general, we determine

revenue recognition by:

The core principle

of the standard is the recognition of revenue upon the transfer of promised goods or services to customers in an amount that reflects

the consideration to which the company expects to be entitled in exchange for those goods or services.

In general, we determine revenue

recognition by:

(1) identifying the contract, or contracts, with our customer;

(2) identifying the performance obligations in

the contract;

(2) identifying the performance obligations in the contract;

(3) determining the transaction price;

(4) allocating the transaction price to performance obligations in the contract;

and (5) recognizing revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

January 2022, the Company began offering a subscription option to its customers, pursuant to which it leases its PrintRite3D platform

for terms between 12 and 36 months and provide technical support and maintenance for the term of the arrangement, as well as installation

and training.

The Company has determined these are leases because they relate to discrete pieces of equipment to which customers have

the right to substantially all the economic benefit from and exclusive right to use during the term of the arrangement.

are classified as operating leases and the Company retains title to the underlying equipment.

leases may be renewed for successive one-year terms unless notice is given by either party of its intent not to renew at least 30 days

before the end of the lease term.

For leases with 36-month terms, the lessee may terminate the agreement after the first 18 months with

30-days written notice.

Some, but not all, of the leases permit lessees to purchase the equipment at any time at an amount that approximates

fair value and are not reasonably certain to be exercised at the inception of the lease.

There are no anticipated variable lease payments

at the inception of the lease.

are two non-lease components in the arrangement that consist of technical support and maintenance, and installation and training.

Company has elected the single component practical expedient to combine the technical support and maintenance with the lease as they

have the same pattern of transfer.

The installation and training component does not have the same pattern of transfer;

therefore, this

component is not eligible for the single component practical expedient.

The consideration has been allocated on a relative fair value

basis of the underlying lease and non-lease components.

The Company has estimated the residual value of the leased equipment based on

its useful life, and the ability to refurbish and sell the equipment, as well as the Company’s ability to componentize the hardware

and utilize subassemblies in other products.

from these operating leases for the twelve months ended December 31, 2022 was $ 31,177 .

Lease Payments Receivable

lease payments receivable for each of the succeeding years ending December 31 are as follows:

Schedule of Minimum

Lease Payments Receivable

Year ending December 31,

2026 and thereafter

Underlying Operating Leases:

under operating leases as of December 31, 2022 was comprised of the following:

Schedule of Assets underlying Operating Leases

PrintRite 3D Hardware

Accumulated Depreciation

Net Book Value

Company is depreciating the underlying equipment over its useful life of 7 years, but certain subassemblies and components may have a

longer economic life.

Stock Offering Costs – Costs related to stock offerings (if any) are deferred and will be offset against the proceeds of the

offering in additional paid-in capital.

In the event a stock offering is unsuccessful, the costs relating to the offering will be written-off

directly to expense.

– Inventories consist of raw materials used in the production of customized parts, work-in-process and finished goods components

which will be sold to customers.

Inventories are valued at the lower of cost or net realizable value, using the first-in, first-out (FIFO)

and Development – Research and development costs are expensed as they are incurred.

Research and development costs for the

years ended December 31, 2022 and 2021 were $ 404,720 and $ 417,744 , respectively.

2 - Inventory

December 31, 2022 and December 31, 2021, the Company’s inventory was comprised of:

Schedule of Inventory

December 31 2022

December 31, 2021

Raw Materials

Work in Process

Finished Goods

Total Inventory

and (5) recognizing

revenue when, or as, we satisfy performance obligations by transferring the promised goods or services.

Company recognizes revenue when the customer has purchased the product, the occurrence of the earlier of date of travel or the date of

cancellation has expired, as satisfaction of the performance obligation, the sales price is fixed or determinable and collectability

is reasonably assured.

Revenue for customer travel packages purchased directly from the Company are recorded gross (the amount paid to

the Company by the customer is shown as revenue and the cost of providing the respective travel package is recorded to cost of revenues).

Company generates revenues from sales directly to customers as well as through other distribution channels of tours and activities at

destinations throughout the world.

Company controls the specified travel product before it is transferred to the customer and is therefore a principal, based on but not

limited to, the following:

Company is primarily responsible for fulling the promise to provide such travel product.

Company has inventory risk before the specified travel product has been transferred to a customer or after transfer of control to

Company has discretion in establishing the price for the specified travel product.

for tours or activities received in advance of services being rendered are recorded as deferred revenue and recognized as revenue at

the earlier of the date of travel or the last date of cancellation (i.e., the customer’s refund privileges lapse).

and Marketing

and administration expenses consist primarily of marketing and promotional expenses, expenses related to our participation in industry

conferences, and public relations expenses.

and marketing expenses are charged to expense as incurred and are included in selling and promotions expenses in the accompanying consolidated

financial statements.

Sales and marketing expense for the years ended February 29, 2024, and February 28, 2023 was $ 484,250 and $ 707,137 ,

respectively.

Company accounts for income taxes in accordance with ASC Topic No.

740, “Accounting for Income Taxes.”

taxes are accounted for under the asset and liability method.

Deferred tax assets and liabilities are recognized for the future tax consequences

attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective

tax bases and operating loss and tax credit carryforwards.

Deferred tax assets and liabilities are measured using enacted tax rates expected

to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred

tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

allowance on deferred tax assets is established when management considers it is more likely than not that some portion or all of the

deferred tax assets will not be realized.

benefits from an uncertain tax position are only recognized if it is more likely than not that the tax position will be sustained on

examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the consolidated

financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood

of being realized upon ultimate resolution.

Interest and penalties related to unrecognized tax benefits are recorded as incurred as a

component of income tax expense.

The Company has not recognized any tax benefits from uncertain tax positions for any of the reporting

periods presented.

Company has no tax positions at February 29, 2024 and 2023 for which the ultimate deductibility is highly uncertain but for which there

is uncertainty about the timing of such deductibility.

Company recognizes interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expenses.

the years ended February 29, 2024 and February 28, 2023, the Company recognized no interest and penalties.

All tax years starting with

2019 are open for examination.

adopted accounting pronouncements

August 2020, the FASB issued ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—

Contracts in Entity’s Own Equity (Subtopic 815-40).

The FASB issued this ASU to address issues identified as a result of the complexity

associated with GAAP for certain financial instruments with characteristics of liabilities and equity.

Complexity associated with the

accounting is a significant contributing factor to numerous financial statement restatements and results in complexity for users attempting

to understand the results of applying the current guidance.

In addressing the complexity, the FASB focused on amending the guidance on

convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity.

For convertible

instruments, the FASB decided to reduce the number of accounting models for convertible debt instruments and convertible preferred stock.

Limiting the accounting models results in fewer embedded conversion features being separately recognized from the host contract as compared

with current GAAP.

Convertible instruments that continue to be subject to separation models are (1) those with embedded conversion features

that are not clearly and closely related to the host contract, that meet the definition of a derivative, and that do not qualify for

a scope exception from derivative accounting and (2) convertible debt instruments issued with substantial premiums for which the premiums

are recorded as paid-in capital.

The FASB concluded that eliminating certain accounting models simplifies the accounting for convertible

instruments, reduces complexity for preparers and practitioners, and improves the decision usefulness and relevance of the information

provided to financial statement users.

In addition to eliminating certain accounting models, the FASB also decided to enhance information

transparency by making targeted improvements to the disclosures for convertible instruments and earnings-per-share (EPS) guidance on

the basis of feedback from financial statement users.

The FASB decided to amend the guidance for the derivatives scope exception for

contracts in an entity’s own equity to reduce form-over-substance-based accounting conclusions.

The FASB observed that the application

of the derivatives scope exception guidance results in accounting for some contracts as derivatives while accounting for economically

similar contracts as equity.

The FASB also decided to improve and amend the related EPS guidance.

The amendments in this ASU are effective

for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years.

Early adoption is permitted,

but no earlier than fiscal years beginning after December 15, 2020, including interim periods within those fiscal years.

The FASB specified

that an entity should adopt the guidance as of the beginning of its annual fiscal year.

The FASB decided to allow entities to adopt the

guidance through either a modified retrospective method of transition or a fully retrospective method of transition.

The Company adopted

ASU 2020-06 on March 1, 2022 on a prospective basis.

The adoption of this standard did not have an impact on the Company’s consolidated

financial statements.

May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50),

Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic

Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options.

2021-04 requires accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants)

that remain equity classified after the modification or exchange based on the economic substance of the modification or exchange.

recognition of the modification depends on the nature of the transaction in which the equity-classified written call option is modified.

If there is more than one element in a transaction (for example, if the modification involves both a debt modification and an equity

issuance), then the guidance requires allocating the effect of the option modification to each element.

ASU 2021-04 is effective for

the Company beginning in the first quarter of 2022.

ASU 2021-04 should be applied prospectively to modifications or exchanges occurring

on or after the effective date of the amendments.

The Company adopted ASU 2021-04 on March 1, 2022 on a prospective basis.

of this standard did not have an impact on the Company’s consolidated financial statements.

March 2022, the FASB issued ASU 2022-02, ASC Subtopic 326 “Credit Losses”:

Troubled Debt Restructurings and Vintage Disclosures.

Since the issuance of Accounting Standards Update No.

2016-13, Financial Instruments—Credit Losses (Topic 326):

Measurement of

Credit Losses on Financial Instruments, the Board has provided resources to monitor and assist stakeholders with the implementation of

Post-Implementation Review (PIR) activities have included forming a Credit Losses Transition Resource Group, conducting outreach

with stakeholders of all types, developing educational materials and staff question-and-answer guidance, conducting educational workshops,

and performing an archival review of financial reports.

2022-02 is effective for annual and interim periods beginning after December

The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

Company has considered all other recently issued accounting pronouncements and does not believe the adoption of such pronouncements will

have a material impact on its consolidated financial statements.

3 – Discontinued Operations

the fiscal year ended February 29, 2024, the Company completed the sale of certain assets of Sigma Additive Solutions, Inc., which has

been classified as discontinued operations in accordance with ASC 205-20, “Presentation of Financial Statements – Discontinued

October 6, 2023, the Company entered into a definitive asset purchase agreement (“APA”) with Divergent Technologies, Inc.,

(“Divergent”), pursuant to which the Company agreed to sell to Divergent, and Divergent agreed to purchase from us, certain

assets consisting primarily of patents, software code and other intellectual property for a purchase price of $ 1,626,242 , including a

$ 37,000 earnest-money deposit previously paid to us by Divergent.

The closing under the Asset Purchase Agreement occurred subsequent

to the closing of the reverse acquisition with NextTrip on January 12, 2024.

The parties’ respective obligations to close were

subject to the accuracy of the parties’ respective representations and warranties and performance of their respective covenants

and satisfaction or waiver of other customary conditions specified in the Asset Purchase Agreement.

In the interim, between the signing

date and closing date or termination of the Asset Purchase Agreement, Sigma granted Divergent a non-exclusive, nontransferable, non-sublicensable

(except to Divergent customers and affiliates), limited, irrevocable (except in connection with the termination of the Asset Purchase

Agreement), worldwide, royalty-free license to the “Licensed IP” (as defined) for testing, evaluation, and commercialization

A gain of $ 30,515 was recognized in the asset disposition transaction.

the year ended February 29, 2024, the Company recorded a loss of $ 675,314 from discontinued operations as follows:

of Discontinued Operations

Cost of revenue

Salaries and benefits

Retention bonuses

Organization costs

Total Expenses

Loss from Discontinued Operations

$ ( 675,314 )

4 - Prepaid and Other Current Assets

and other current assets consisted of the following as of February 29, 2024 and as of February 28, 2023:

of Prepaid and Other Current Assets

Prepaid marketing expenses

Prepaid other expenses

Prepaid cost of sales

January 25, 2023, as part of the separation agreement with NextPlay Technologies Inc., the Company assumed control of a lease arrangement

for office space in Florida.

Company adopted ASU 2016-02 (Topic ASC 842) Leases, which requires a lessee to recognize a lease asset and a leases liability for operating

leases arrangements greater than twelve (12) months.

determined that the arrangement was an operating lease at inception and included it in operating lease right-of-use (“ROU”)

assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheet as of February 28, 2023.

The office facility was occupied by NextTrip employees through March 16, 2023, when the landlord informed the NextTrip that would not

recognize NextTrip as the tenant.

The Company continued to negotiate the assumption of the lease with the landlord, but was ultimately

unsuccessful, and as a result derecognized the lease in the financial statements as of February 29, 2024.

No restatement was made for

fiscal year 2023 as the Company had use of the offices at that time and was in negotiations to assume the lease from NextPlay Technologies,

No payments have been made on the lease and no expense has been recognized for the year ended February 29, 2024.

Rent expense for the year ended February 28, 2023 was $ 40,554 .

6 - Property and Equipment

following is a summary of property and equipment, less accumulated depreciation, as of December 31, 2022 and 2021:

and equipment as of February 29, 2024, and February 28, 2023 consisted of the following:

of Property and Equipment

Year Ended December 31,

Property and Equipment

Furniture and Fixtures

Computer and Equipment

Accumulated depreciation

Property and Equipment, net of depreciation

expense for the years ended February 29, 2024, and February 28, 2023 was $ 18,838 and $ 30,386 , respectively, and is recorded in operating

the years ended February 29, 2024, and February 28, 2023, the Company acquired property and equipment of $ 9,253 and $ 2,928 , respectively.

7 - Intangible Assets

assets as of February 29, 2024, and February 28, 2023 consisted of the following:

of Intangible Assets

Software Development

Software Licenses

Accumulated amortization

( 5,224,467 )

( 3,774,542 )

Net Property and Equipment

expense on property and equipment was $ 92,001 and $ 88,866 for the years ended December 31, 2022 and 2021, respectively.

Intangible assets, net of amortization

expense for the years ended February 29, 2024, and February 28, 2023 was $ 1,449,925 and $ 676,853 , respectively, and recorded in operating

the years ended February 29, 2024, and February 28, 2023, the Company recorded no impairment losses associated with the carrying value

exceeding its recoverable amount.

The estimated aggregate amortization

expense for each of the succeeding years ending February 28 is as follows:

of estimated aggregate amortization expense

discussed in Note 1, the legal acquisition of NextTrip by Sigma Additive Solutions, Inc.

was determined to be a reverse acquisition,

with NextTrip as the accounting acquirer, using the acquisition method of accounting in accordance with ASC 805, Business Combinations.

Under this method of accounting, the purchase price is allocated to the assets acquired and liabilities assumed based upon their estimated

fair values at the date of consummation of the transaction.

following table presents the allocation of the $ 2,368,418 million consideration for the acquisition and summarizes the estimated fair

values of the Sigma (the accounting acquiree) assets acquired and liabilities assumed for NextTrip (the accounting acquirer).

The estimated

consideration of approximately $ 2,368,418 million is based on Sigma’s closing share price of $ 3.0229 as reported on Nasdaq on December

29, 2023 multiplied by the 780,423 shares outstanding as of that date and the fair value of Series E Preferred Stock into 3,069 common

of Fair Value of Assets Acquired

Fair Value of Net Assets Acquired:

Accounts Receivable, net

Prepaid expenses and other current assets

Property and equipment

Intangible assets

Company’s intangible assets consist of patents and patent pending applications.

The Company capitalizes costs incurred in connection

with acquiring its patents.

These costs include registration, documentation, and legal fees associated with the application.

Costs incurred

with patents that have been granted are expensed as incurred.

patent applications are not amortized until a patent has been granted.

Once a patent is granted, the Company will amortize the related

costs over the estimated useful life of the patent.

If a patent application is denied, then the costs will be expensed at that time.

2022, $ 206,110 of costs related to patents issued during 2022 were reclassified from provisional patent application to patent status

and began to be amortized as of the date of issue.

following is a summary of definite-life intangible assets less accumulated amortization as of December 31, 2022 and 2021, respectively:

Summary of Definite-life Intangible Assets and Accumulated Amortization

Year Ended December 31,

Provisional Patent Applications

Accumulated Amortization

Net Intangible Assets

expense on intangible assets was $ 24,166 and $ 5,239 for the years ended December 31, 2022 and 2021, respectively.

estimated aggregate amortization expense for each of the succeeding years ending December 31 is as follows:

Schedule of Aggregate Amortization Expense

Intangible asset and

amortization expense

5 – Deferral of Social Security Tax Payments

to sections 2302(a)(1) and (a)(2) of the CARES Act, the Company elected to defer payments of its share of Social Security tax due

during the “payroll tax deferral period”.

The payroll tax deferral period began on March 27, 2020 and ended on December

At December 31, 2022 the total remaining amount of the deferral of $ 37,728

Accounts payable

Accrued expenses

Deferred revenue

Total identifiable net assets acquired

Total Fair Value of Net Assets Acquired

Total Purchase Consideration

to ASC 350-20, the Company assigned its goodwill to reporting units and is required to test each reporting unit’s goodwill for

impairment at least on an annual basis and between annual tests if an event occurs or circumstances change that would more likely than

not reduce the fair value of a reporting unit below its carrying amount.

The goodwill resulting from the reverse acquisition is primarily

attributable to NextTrip’s objective to obtain access to public markets to provide funding wherewithal to fund business growth.

NextTrip’s benefit in paying for these synergies in the reverse acquisition transaction are to avoid the time and expense of organizing

and executing an Initial Public Offering (“IPO”) transaction.

In the reverse acquisition, $ 52,310 of goodwill was allocated

to the Sigma Reporting Unit and $ 1,167,805 of goodwill was allocated to the NextTrip Reporting Unit under the acquisition method of accounting.

combined Company consists of two reporting units, Sigma and NextTrip.

As the accounting acquirer in the reverse acquisition, NextTrip

is considered to be an existing reporting unit and Sigma is considered to be a new reporting unit in that it is not in the same business

Accordingly, the reverse acquisition creates a new reporting unit which holds the Sigma business constituting an asset held

for sale as a result of the agreement for the sale of certain Sigma assets to Divergent 3D (“Divergent”) for a sales price

of $ 1,626,242 .

As such, the fair value of the Sigma Reporting Unit is determined to be $ 1,626,242 with the difference of $ 742,176 from

the purchase consideration being allocated to the NextTrip Reporting Unit.

The assets being sold to Divergent and the liabilities being

relieved from the Divergent transaction are assigned to the Sigma Reporting unit with the difference between the net fair value of those

assets and liabilities and the Sigma Reporting Unit being assigned to goodwill.

The goodwill being assigned to the NextTrip Reporting

Unit is determined by the difference between the purchase consideration assigned to the NextTrip Reporting Unit and the net acquired

Sigma assets and liabilities assumed that are assigned to the NextTrip Reporting Unit.

A gain of $ 37,592 was recognized in the disposition

is a reconciliation of goodwill as of February 29, 2024:

of Reconciliation of Goodwill

Reverse acquisition of Sigma Additive Solutions, Inc.

Reduction from sale of assets to Divergent Technologies

Balance, February 29, 2024

9 - Accounts Payable and Accrued Liabilities

of February 29, 2024, the Company had accounts payable of $ 531,847 and accrued expenses of $ 460,768 , compared to $ 519,136 of accounts

payable and $ 329,922 of accrued expenses for the year ended February 28, 2023.

10 – Income Taxes

Company accounts for income taxes in accordance with ASC Topic No.

This standard requires the Company to provide a net deferred

tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting

methods and any available operating loss or tax credit carryforwards.

Income tax returns open for examination by the Internal Revenue

Service consist of tax years ended December 31, 2020 through 2022.

Company had available at February 29, 2024 unused operating loss carryforwards of approximately $ 43,934,000 which may be applied against

future taxable income.

Losses incurred between 2010 and 2017, which total $ 9,820,000 expire in various years through 2038, and the remainder

of the losses, which total $ 34,114,000 can be carried forward indefinitely.

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carryforwards for Federal

income tax reported purposes are subject to annual limitations.

Due to the change in ownership as a result of the reverse acquisition,

the Company’s net operating loss carryforwards may be limited as to use in future years, and any such limitation will be determined

on a year-to-year basis.

amount of and ultimate realization of the benefits from the operating loss carryforwards for income tax purposes is dependent, in part,

upon the tax laws in effect, the future earnings of the Company and other future events, the effects of which cannot be determined.

of the uncertainty surrounding the realization of the loss carryforwards, the Company has established a valuation allowance equal to

the tax effect of the loss carryforwards and other temporary differences of approximately $ 11,250,300 and $ 8,575,900 at February 29, 2024, and February

28, 2023, respectively, and, therefore, no deferred tax asset has been recognized for the loss carryforwards.

tax assets are comprised of the following:

Schedule of Deferred Tax Assets

Deferred tax assets:

NOL carryover

Related party accruals

Payroll accruals

Deferred tax liabilities:

Valuation allowance

Net deferred tax asset (liability)

reconciliation of the provision for income taxes computed at the U.S.

federal statutory tax rate ( 21 %) to the Company’s effective

tax rate for the years ended February 29, 2024, and February 28, 2023 is as follows:

of Reconciliation of Provision for Income Taxes

$ ( 1,541,200 )

$ ( 1,837,400 )

Meals & Entertainment

Preferred dividends

Stock compensation

Loss on asset disposal

Accrued payroll

Related party accruals

Change in valuation allowance

Provision for Income Taxes

11 - Convertible Notes

March 13, 2023 and June 9, 2023, the Company issued $ 650,000 in convertible notes upon the receipt of proceeds from several investors.

The notes had an interest at a rate of 8 % per annum and were convertible into shares and warrants in a new public company upon the completion

of a merger with a Special Purpose Acquisition Corporation (“SPAC”) at a conversion price of $ 3.00 per common share, subject

to certain adjustments.

July 27, 2022 and February 21, 2023, the Company issued a total principal amount of $ 3,012,000

in convertible notes upon the receipt of proceeds from several investors.

The notes had an interest at a rate of 8 %

per annum and were convertible into shares and warrants in a new public company upon the completion of a merger with a Special

Purpose Acquisition Corporation (“SPAC”) at a conversion price of $ 3.00

per common share, subject to certain adjustments.

December 29, 2023, in connection with, and contingent upon the acquisition of NextTrip Holdings, Inc.

by Sigma Additive Solutions, Inc.

(the “Sigma Transaction”), each investor in a convertible note entered into a Debt Assignment and Conversion Agreement (the

Agreement”) with NextTrip Group, LLC (“Group”) and NextTrip Holdings, Inc.

(“NextTrip”) whereby the notes

and the debt represented thereon were assigned from NextTrip to Group and converted into common units of Group with the equivalent value

on the terms and conditions as set forth in the Agreements.

In exchange for entering into the Agreements, each investor received the

right to receive a number of Restricted Sigma Shares, including both Closing Shares and Contingent Shares, to be distributed by the Company

to the investor following the consummation of the Sigma Transaction.

The shares are issuable at a price of $ 3.00 , and include both principal

and accrued interest thereon.

Sigma Transaction was closed on December 29, 2023, and as a result, the Company issued to investors 52,818 Closing Shares, and the right

to receive 1,978,598 Contingent Shares, if issued.

the years ended February 29, 2024, and February 28, 2023, the Company recorded interest expense of $ 234,213 and $ 72,347 respectively,

related to the notes.

12 – Share Purchase Agreements

August 10, 2023 and November 6, 2023, NextTrip entered into Share Purchase Agreements with several investors to purchase convertible

shares in NextTrip in exchange for total proceeds of $ 1,755,970 .

Pursuant to the Agreements, the shares were initially convertible into

the common shares of a public company at $ 0.15 per share.

The Agreements further provided that contingent upon the consummation of the

legal acquisition of NextTrip Holdings, Inc.

by Sigma Additive Solutions, Inc., the investors would receive the same number of Sigma

shares in lieu of NextTrip common shares.

December 29, 2023, concurrent with the consummation of the acquisition, each investor entered into an Exchange Agreement with Group and

Holdings, whereby such investors exchanged their rights to NextTrip shares for rights to common units of Group of the same value, and

Group distributed to investors, that number of Closing Shares as set forth in the Exchange Agreements.

Additionally, upon NextTrip’s

achievement of each of the milestones as set forth in the Share Exchange Agreement, if ever, Group will further distribute the number

of Contingent Shares in accordance with the Share Exchange Agreement.

September 19, 2022, the Company entered into a Software as a Service Agreement with a third party consultant in which the Company received

a $ 150,000 down payment upon signing of the contract.

On December 31, 2022, the Company entered into an amended agreement with the counterparty

in which the down payment became a noninterest bearing share issuance obligation in which such amount will be converted to shares in

a new public company upon the completion of a merger at a conversion price of $ 3.00 per common share, subject to adjustments.

29, 2023, upon the consummation of the reverse acquisition transaction with Sigma, the counterparty received 1,996 Closing Shares and

the right to receive an additional 74,786 Contingent Shares, if issued.

total number of Closing Shares issued to investors, inclusive of the third party consultant, on December 29, 2023 was 15,481 , and the

Contingent Shares issuable, if ever, totaled 579,954 .

December 28, 2023, the Company entered into a Consulting Modification Agreement with a third-party consultant which provided for the

full settlement of $ 180,000 in consulting fees by issuing common shares of Sigma contingent upon the closing of the reverse acquisition.

The reverse acquisition closed on December 29, 2023, pursuant to which Company issued 4,337 Closing Shares to the consultant, and the

right to receive 162,466 Contingent Shares, if issued.

13 - Related Party Transactions

February 28, 2023, the Company entered into an Asset Purchase Agreement with Travel and Media Tech, LLC, (“TMT”), pursuant

to which it purchased the right, title and interest in the “Bookit” or “NextTrip 2.0” booking engine, including

customer lists, all current content associated with hotel and destination product in the booking engine (pictures, hotel descriptions,

restaurant descriptions, room descriptions, amenity descriptions, and destination information.) and source code related thereto.

is a related entity owned by Don Monaco, the Company’s Chairman and William Kerby, the Company’s Chief Executive Officer.

due to related parties in 2024 and 2023 was $ 828,277 and $ 281,000 , respectively.

The amounts due in both years are to William Kerby and

Donald Monaco.

Company recorded a loss of $ 1,567,665 on the NextPlay related party receivable for the year ended February 29, 2024.

The total amount

receivable from NextPlay was $ 2,567,665 at February 29, 2024.

NextPlay is in default under the terms of its promissory note and as a

result the Company established an allowance for doubtful accounts of $ 1,567,665 as collectability of the note is uncertain.

As of February

28, 2023, no allowance for doubtful accounts was established.

14 - Deferred Revenue

revenue as of the years ended February 29, 2024, and February 28, 2023 was $ 139,921 and $ 22,750 , respectively.

revenue consists of travel deposits received from users in advance of revenue recognition.

The deferred revenue balance for the years

ended February 29, 2024, and February 28, 2023 was driven by cash payments from customers in advance of satisfying our performance obligations.

15 - Commitments and Contingencies

Company is involved, from time to time, in litigation, other legal claims and proceedings involving matters associated with or incidental

to our business, including, among other things, matters involving breach of contract claims, intellectual property, employment issues,

and other related claims and vendor matters.

The Company believes that the resolution of currently pending matters could, individually

or in the aggregate, have a material adverse effect on our financial condition or results of operations.

However, assessment of the current

litigation or other legal claims could change considering the discovery of facts not presently known to the Company or by judges, juries

or other finders of fact, which are not in accord with management’s evaluation of the possible liability or outcome of such litigation

16 – Stockholders’ Equity

During 2022, the Company did not issue any common

January 2021, the Company closed a public offering of its securities in which it issued 1,711,783 shares of common stock at $ 3.00 per

share, resulting in net proceeds of approximately $ 4,532,445 after deducting underwriting commissions and other offering expenses payable

by the Company.

Pursuant to the Underwriting Agreement, the Company also issued to the Underwriter or its designee warrants to purchase

136,943 shares of common stock.

Such warrants have a term of five years and an exercise price of $ 3.75 per share.

February 2021, the Company issued 263,200 shares of common stock pursuant to the exercise of warrants issued in our January 2020 private

March 2021, the Company issued 119,000 shares of common stock in exchange for the conversion of 250 shares of Series D Convertible Preferred

Stock, including 19,000 shares of common stock as in-kind payment of preferred stock dividends.

Also in March 2021, the Company issued

191,204 shares of common stock pursuant to the exercise of warrants issued in our April 2020 offering, and 21,591 shares of common stock

issued pursuant to the cashless exercise of placement agent warrants.

March 2021, the Company closed a public offering of its securities in which it issued 2,190,000 shares of common stock at $ 4.445 per

share, resulting in net proceeds to the Company of approximately $ 8,736,488 after deducting placement agent commissions and other offering

costs payable by the Company.

In a concurrent private placement under the Purchase Agreement, the Company issued to the purchasers warrants

to purchase an aggregate of 2,190,000 shares of Common Stock at an exercise price of $ 4.32 per share.

Each Warrant became exercisable

on May 24, 2021 , the date the Company obtained stockholder approval of an increase in the authorized shares of the Company’s Common

Stock and will expire two years from such date.

The Company also issued to designees of the Placement Agent warrants to purchase up to

175,200 shares of Common Stock (the “Placement Agent Warrants”) constituting 8 % of the aggregate number of shares of Common

Stock sold in the Registered Offering.

The Placement Agent Warrants have substantially the same terms as the Warrants, except that the

Placement Agent Warrants have an exercise price equal to 125 % of the offering price per share (or $ 5.55625 per share).

Upon any exercise

of the Warrants for cash, we have also agreed to pay the Placement Agent warrants to purchase 8.0 % of the number of shares of our Common

Stock issued upon the cash exercise of the Warrants.

March 2021, Company issued 1,500 shares of common stock valued at $ 4.99 per share to an investor relations firm as partial compensation

for services previously rendered.

September 2021, the Company granted 5,204 shares of common stock to non-executive employees pursuant to the 2013 Equity Incentive Plan.

During 2022, the Company did not issue any shares

of common stock to employees.

In 2021, the Company issued to

various employees shares of the Company’s common stock, subject to restrictions, pursuant to the 2013 Equity Incentive Plan (the

“2013 Plan”).

Such shares were valued at the fair value at the date of issue.

The fair value was expensed as compensation

over the vesting period and recorded as a reduction of stockholders’ equity.

The shares were fully vested as of December 31, 2021,

and $ 19,255 of compensation cost related to these issues was recognized.

Company has 1,200,000 shares of common stock authorized.

For the years ended February 29, 2024 and February 28, 2023, the Company had

936,430 and 83,371 shares of common stock, par value $ 0.001 issued and outstanding, respectively.

All shares have equal voting rights,

are fully-paid and non-assessable, and have one vote per share.

September 22, 2023, we effected a 1-for-20 reverse stock split of the outstanding shares of our common stock and a corresponding decrease

in the number of shares of our common stock that we are authorized to issue.

In connection with the reverse split, we issued 40,197 common

shares to round-up fractional shares to the nearest whole share.

effects of the reverse stock split have been retroactively reflected in all periods presented.

Year Ended February 29, 2024

September and October 2023, the Company sold 72,721 and 128,887 shares of common stock, respectively, through our ATM Agreement, resulting

in net proceeds of $ 364,555 and $ 772,468 , respectively.

December 29, 2023, the Company acquired 100 % of the outstanding equity interests of NextTrip Holdings, Inc.

pursuant to a share exchange

agreement by and among the Company, NextTrip and certain other parties (the “Acquisition”).

As consideration for the Acquisition,

at closing the Company issued 156,007 restricted shares of its common stock, constituting 19.99 % of its issued and outstanding shares

of common stock immediately prior to execution of the share exchange agreement, and agreed to issue up to an aggregate of 5,843,993 shares

as further consideration upon NextTrip’s achievement of certain milestones set forth in the exchange agreement.

the 156,007 restricted shares issued at closing, 52,818 shares were issued pursuant to the Debt Assignment and Conversion agreements,

15,481 shares were issued pursuant to the Share Purchase and Exchange Agreements, and 4,337 shares were issued to a third-party consultant.

Pursuant to ASC 805-40-45-1,the remaining 83,371 Closing Shares are reflected as a retroactive adjustment to adjust the accounting acquirer’s

legal capital to reflect the legal capital of the accounting acquiree.

That adjustment is required to reflect the capital of the legal

the fiscal years ended February 29, 2024 and February 28, 2023, the Company did not issue any shares of common stock to employees.

our articles of incorporation, our board of directors has the authority, without further action by stockholders, to designate one or

more series of preferred stock and to fix the voting powers, designations, preferences, limitations, restrictions and relative rights

granted to or imposed upon the preferred stock, including dividend rights, conversion rights, voting rights, rights and terms of redemption,

liquidation preference and sinking fund terms, any or all of which may be preferential to or greater than the rights of the common stock.

board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting

power or other rights of the holders of the common stock.

The issuance of preferred stock, while providing flexibility in connection

with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deferring or preventing

a change in our control and may adversely affect the market price of the common stock and the voting and other rights of the holders

of common stock.

Company is authorized to issue 10,000,000 shares of preferred stock, $ 0.001 par value.

465 shares of preferred stock were issued

and outstanding at December 31, 2022 and 2021, respectively.

January 2020, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain institutional investors (the

“Institutional Private Placement”).

Pursuant to the SPA, the Company issued and sold 1,640 shares of the Company’s

newly created Series D Convertible Preferred Stock (the “Series D Preferred Stock”).

Under the Certificate of Designations

for the Series D Preferred Stock, the Series D Preferred Stock has an initial stated value of $ 1,000 per share (the “Stated Value”).

Dividends accrue at a dividend rate of 9 % per annum (subject to increase upon the occurrence (and during the continuance) of certain

triggering events described therein) and, on a monthly basis, shall be payable in kind by the increase of the Stated Value of the Series

D Preferred Shares by said amount.

The holders of the Series D Preferred Shares will have the right at any time to convert all or a portion

of the Series D Preferred Shares (including, without limitation, accrued and unpaid dividends and make-whole dividends through the third

anniversary of the closing date) into shares of the Company’s Common Stock at the conversion price then in effect, which is $ 2.50

(subject to adjustment for stock splits, dividends, recapitalizations and similar events and full ratchet price protection).

a holder may at any time, alternatively, convert all, or any part, of its Series D Preferred Shares at an alternative conversion price,

which equals the lower of the applicable conversion price then in effect, and the greater of (x) $1.80 and (y) 85% of the average volume

weighted average price (“VWAP”) of the Common Stock for a five (5) trading day period prior to such conversion.

occurrence of certain triggering events, described in the Certificate of Designations, including, but not limited to payment defaults,

breaches of transaction documents, failure to maintain listing on the Nasdaq Capital Market, and other defaults set forth therein, the

Series D Preferred Shares would become subject to redemption, at the option of a holder, at a 125% premium to the underlying value of

the Series D Preferred Shares being redeemed .

December 31, 2022, there were 132 shares of Series D Convertible Preferred stock outstanding, which if converted as of December 31, 2022,

including the make-whole dividends, would have resulted in the issuance of 87,267 shares of common stock.

with the Institutional Private Placement, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain

of its directors and the Company’s formerly largest shareholder (the “Other Private Placement”).

Pursuant to the SPA,

the Company issued and sold 333 shares of the Company’s newly created Series E Convertible Preferred Stock (the “Series E

Preferred Stock”).

Dividends accrue at a dividend rate of 9 % per annum and, on a monthly basis, shall be payable in kind by the

increase of the Stated Value of the Series E Preferred Shares by said amount.

The Series E Preferred Stock is initially convertible into

48,544 shares of Common Stock.

December 31, 2022, all of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of December 31, 2022,

472,996 and 0 shares of preferred stock were

issued and outstanding at February 29, 2024 and February 28, 2023.

respectively.

E Convertible Preferred Stock

the Certificate of Designations for the Series E Preferred Stock, the Series E Preferred Shares have an initial stated value of $ 1,500

per share (the “Stated Value”).

Dividends at the initial rate of 9 % per annum will accrue and, on a monthly basis, shall

be payable in kind by the increase of the Stated Value of the Series E Preferred Stock by said amount.

The holders of the Series E Preferred

Shares have the right at any time to convert all or a portion of the Preferred Shares (including, without limitation, accrued and unpaid

dividends and make-whole dividends through the third anniversary of the closing date) into shares of the Company’s Common Stock

at an initial conversion rate determined by dividing the Conversion Amount by the Conversion Price ($ 0.13 above the consolidated closing

bid price for the trading day prior to the execution of the relates stock purchase agreement).

The Conversion Amount is the sum of the

Stated Value of the Series E Preferred Shares then being converted plus any other unpaid amounts payable with respect to the Series E

Preferred Shares being converted plus the “Make Whole Amount” (the amount of any dividends that, but for the conversion,

would have accrued at the dividend rate for the period through the third anniversary of the initial issuance date).

The Conversion Rate

is also subject to adjustment for stock splits, dividends recapitalizations and similar events.

February 29, 2024, 316 shares of the issued Series E Convertible Preferred Stock were outstanding, which if converted as of February

29, 2024, including the make-whole dividends, would have resulted in the issuance of 3,155 shares of common stock.

August 9, 2022, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved an amendment to the 2013

Plan to increase the number of shares of the Company’s common stock reserved for issuance under the 2013 Plan by 500,000 shares

of our common stock to a total of 2,265,000 shares.

As of December 31, 2022, there were 436,506 shares available for issuance under the

2022, the Company granted a total of 487,473 options to 14 employees, 5 directors, and 2 consultants with vesting periods ranging from

immediately upon issue to three years beginning March 16, 2022 .

In 2022, 406,879 options vested and $ 907,373 of compensation cost was

recognized during the year.

As of December 31, 2022, there were options to purchase 1,799,053 , shares issued and outstanding, 1,749,053

of which have been issued under the 2013 Plan.

At December 31, 2022, there are vested options exercisable for 1,294,021 shares of common

No options to purchase shares of common stock were exercised during the year ended December 31, 2022.

2021, the Company granted a total of 698,831 options to 35 employees, 4 directors, and 4 consultants with vesting periods ranging from

immediately upon issue to three years beginning January 4, 2021 .

In 2021, 598,789 options vested and $ 1,741,366 of compensation cost

F Convertible Preferred Stock

January 4, 2024, the Company filed a Certificate of Designation of Series F Convertible Preferred Stock (the “Certificate of Designation”)

with the Secretary of State of the State of Nevada, designating 5,843,993 shares of the Company’s preferred stock as Series F Convertible

Preferred Stock, par value $ 0.001 per share (the “Series F Preferred”).

The Series F Preferred was designated by the Company

in connection with its recent acquisition of NextTrip Holdings, Inc.

(“NextTrip”), and, in the event that the Company does

not have sufficient shares of common stock available to fulfill its obligations pursuant to the share exchange agreement governing the

terms of the acquisition, shares of Series F Preferred shall be issued to the previous equity holders of NextTrip in lieu of shares of

Company common stock.

terms and conditions set forth in the Certificate of Designation are summarized below:

The Series F Preferred rank pari passu to the Company’s common stock.

Holders of Series F Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s amended and restated articles of incorporation, as amended (“Articles”) or as otherwise

required by the Nevada Revised Statutes, holders of Series F Preferred are entitled to vote with the holders of outstanding shares of

Company common stock, voting together as a single class, with respect to all matters presented to the Company’s stockholders for

their action or consideration.

In any such vote, each holder is entitled to a number of votes equal to the number of shares of Common

Stock into which the Series F Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a

majority of the outstanding shares of Series F Preferred, (i) alter or change adversely the powers, preferences or rights given to the

Series F Preferred or alter or amend the Certificate of Designation, (ii) amend its Articles or other charter documents in any manner

that adversely effects any rights of the holders of the Series F Preferred, or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Articles to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series F Preferred, each outstanding share of Series F Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Conversion

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary (each, a “Liquidation”),

holders of Series F Preferred will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Conversion

Ratio, with holders of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

February 29, 2024, no shares of the Series F Convertible Preferred Stock were outstanding.

G Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series G Convertible Preferred Stock (the “Series G Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 100,000 shares of the Company’s preferred

stock as Series G Preferred Stock, par value $ 0.001 per share.

terms and conditions set forth in the Series G Certificate of Designation are summarized below:

The Series G Preferred rank pari passu to the Company’s common stock.

Holders of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series G Preferred

are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect

to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled

to a number of votes equal to the number of shares of common stock into which the Series G Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series G Preferred, (i) alter or change

adversely the powers, preferences or rights given to the Series G Preferred or alter or amend the Series G Certificate of Designation,

(ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series G Preferred,

or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series G Preferred, each outstanding share of Series G Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series

G Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series G Preferred

will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series H Conversion Ratio, with holders

of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

The Company shall have the right to redeem up to 50% of the Preferred Stock for an aggregate price of $1.00 in accordance

with the terms of the Perpetual License Agreement .

February 29, 2024, all 100,000 shares of the issued Series G Convertible Preferred Stock were outstanding, which if converted as of February

29, 2024, would have resulted in the issuance of 100,000 shares of common stock.

H Convertible Preferred Stock

January 26, 2024, the Company filed a Certificate of Designation of Series H Convertible Preferred Stock (the “Series H Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 150,000 shares of the Company’s preferred

stock as Series H Preferred Stock, par value $ 0.001 per share.

terms and conditions set forth in the Series H Certificate of Designation are summarized below:

The Series H Preferred rank pari passu to the Company’s common stock.

Holders of Series H Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Company’s Charter or as otherwise required by the Nevada Revised Statutes, holders of Series H Preferred

are entitled to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect

to all matters presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled

to a number of votes equal to the number of shares of common stock into which the Series H Preferred held by such holder is convertible.

The Company may not, without the consent of holders of a majority of the outstanding shares of Series H Preferred, (i) alter or change

adversely the powers, preferences or rights given to the Series H Preferred or alter or amend the Series H Certificate of Designation,

(ii) amend its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series H Preferred,

or (c) enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding Series H Preferred, each outstanding share of Series H Preferred shall

automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the “Series

H Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series H Preferred

will be entitled to participate, on an as-converted-to-common stock basis calculate based on the Series H Conversion Ratio, with holders

of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

February 29, 2024, 150,000 shares of the issued Series H Convertible Preferred Stock were outstanding, which if converted as of February

29, 2024, would have resulted in the issuance of 150,000 shares of common stock.

I Convertible Preferred Stock

February 22, 2024, the Company filed a Certificate of Designation of Series I Convertible Preferred Stock (the “Series I Certificate

of Designation”) with the Secretary of State of the State of Nevada, designating 331,124 shares of the Company’s preferred

stock as Series I Convertible Preferred Stock, par value $ 0.001 per share.

terms and conditions set forth in the Series I Certificate of Designation are summarized below:

The Series I Preferred rank pari passu to the Company’s common stock.

Holders of Series I Preferred will be entitled to dividends, on an as-converted basis, equal to dividends actually paid, if any,

on shares of Company common stock.

Except as provided by the Charter, or as otherwise required by the Nevada Revised Statutes, holders of Series I Preferred are entitled

to vote with the holders of outstanding shares of Company common stock, voting together as a single class, with respect to all matters

presented to the Company’s stockholders for their action or consideration.

In any such vote, each holder is entitled to a number

of votes equal to the number of shares of common stock into which the Series I Preferred held by such holder is convertible.

may not, without the consent of holders of a majority of the outstanding shares of Series I Preferred, (i) alter or change adversely

the powers, preferences or rights given to the Series I Preferred or alter or amend the Series I Certificate of Designation, (ii) amend

its Charter or other charter documents in any manner that adversely effects any rights of the holders of the Series I Preferred, or (c)

enter into any agreement with respect to the foregoing.

On such date that the Company amends its Charter to increase the number of shares of common stock authorized for issuance thereunder,

to at least the extent required to convert all of the outstanding shares of Series I Preferred, each outstanding share of Series I Preferred

shall automatically be converted into one share of Company common stock (subject to adjustment under certain limited circumstances) (the

“Series I Conversion Ratio”).

Liquidation .

In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, holders of Series I Preferred

will be entitled to participate, on an as-converted-to-common stock basis calculated based on the Series I Conversion Ratio, with holders

of Company common stock in any distribution of assets of the Company to holders of the Company’s common stock.

February 29, 2024, 222,680 shares of the issued Series I Convertible Preferred Stock were outstanding, which if converted as of February

29, 2024, would have resulted in the issuance of 222,680 shares of common stock.

of February 29, 2024, we had outstanding options under our 2013 Equity Incentive Plan to purchase an aggregate of 85,300 shares of our

common stock at a weighted-average exercise price of $ 60.50 per share.

December 28, 2023, our stockholders approved our 2023 Equity Incentive Plan which has reserved for issuance 7,000,000 shares of common

stock for equity awards of which 0 shares have been issued or granted thereunder to date.

December 28, 2023, at the Annual Meeting of Stockholders of the Company, the Company’s stockholders approved the adoption of the

NextTrip 2023 Equity Incentive Plan.

7,000,000 shares of common stock have been reserved for issuance under the Plan., and as of February

29, 2024, all such shares are available for issuance.

fiscal year 2024, the Company did not grant any options.

In fiscal year 2024, 6,914 options vested and $ 116,512 of compensation cost

was recognized during the year.

As of December 31, 2021, there were options to purchase 1,395,882 , shares issued and outstanding, 1,345,882

of which have been issued under the 2013 Plan.

At December 31, 2021, there are vested options exercisable for 941,934 shares of common

Options to purchase 5,204 shares of common stock were exercised during the year ended December 31, 2021.

As of February 29, 2024, there were options to purchase 85,300 , shares issued and outstanding, 82,800

of which have been issued under an Equity Incentive Plan.

At February 29, 2024, there are vested options exercisable for 81,849 shares

of common stock.

No options to purchase shares of common stock were exercised during the fiscal year ended February 29, 2024.

Company generally grants stock options to employees, consultants and directors at exercise prices equal to the fair market value of the

4 unchanged sentences

for the fair value of the stock options over the requisite service period for each stock option award.

employee share-based compensation expense for the year ended December 31, 2022, was $ 793,251

all of which is related to stock options.

Total employee share-based compensation for 2021 totaled $ 1,066,455 , of which $ 1,047,200 is

related to stock options.

There was no capitalized share-based compensation cost as of December 31, 2022 or 2021, and there were no

recognized tax benefits during the years ended December 31, 2022 and 2021.

closing of the reverse acquisition of Sigma on December 29, 2023, the Company assumed options to purchase up to 86,402 shares of common

Between December 29, 2023 and February 29, 2024, 1,342 options were forfeited or expired and no options were issued or exercised.

employee share-based compensation expense for the year ended February 29, 2024, was $ 116,512 all of which is related to stock options.

There was no capitalized share-based compensation cost as of February 29, 2024,and there were no recognized tax benefits during the fiscal

year ended February 29, 2024.

estimate the value of an award, the Company uses the Black-Scholes option-pricing model.

6 unchanged sentences

constant maturity rates with similar terms to the expected term of the stock option awards.

The fair value of share-based awards was

estimated using the Black-Scholes model with the following weighted-average assumptions for the years ended December 31, 2022 and 2021:

of Share Based Payment Award Stock Option Valuations Assumptions

The fair value of outstanding share-based

awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the outstanding options assumed

at February 29, 2024:

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Dividend yield

1 unchanged sentence

0.19 - 4.05 %

0.19 - 0.67 %

Expected volatility

106.0 – 110.0 %

117.0 – 124.0 %

Expected life (in years)

activity for the year ended December 31, 2022 and 2021 was as follows:

of Share Based Compensation Stock Option Activity

activity for the year ended February 29, 2024 was as follows:

Schedule of Stock Option Activity

Weighted Average

Options outstanding at December 31, 2020

Forfeited or cancelled

Options outstanding at December 31, 2021

Options expected to vest in the future as of December 31, 2021

Options exercisable at December 31, 2021

Options vested, exercisable, and options expected to vest at December 31, 2021

Options outstanding at December 31, 2021

Options outstanding at February 28, 2023

Options assumed pursuant to reverse acquisition

Forfeited or cancelled

Options outstanding at December 31, 2022

Options expected to vest in the future as of December 31, 2022

Options exercisable at December 31, 2022

Options vested, exercisable, and options expected to vest at December 31, 2022

Options outstanding at February 29, 2024

Options expected to vest in the future as of February 29, 2024

Options exercisable at February 29, 2024

Options vested, exercisable, and options expected to vest at February 29, 2024

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of

our common stock for those awards that have an exercise price below the $ 0.40 closing price of our Common Stock on December

All of the 2022 option grants have an exercise price above $ 0.40 .

December 31, 2022, there was $ 741,728 of unrecognized share-based compensation expense related to unvested stock options with a weighted

our common stock for those awards that have an exercise price below the $ 2.99 closing price of our Common Stock on February 29, 2024.

All of the outstanding option grants have an exercise price above $ 2.99 .

February 29, 2024, there was $ 52,615 of unrecognized share-based compensation expense related to unvested stock options with a weighted

average remaining recognition period of 0.97 years.

Appreciation Rights

June 23, 2020, the Board of Directors (the “Board”) of the Company adopted the Sigma Labs, Inc.

2020 Stock Appreciation Rights

Plan (the “Plan”).

The purposes of the Plan are to:

(i) enable the Company to attract and retain the types of employees,

consultants, and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success;

(ii) provide incentives that align the interests of Service Providers with those of the shareholders of the Company;

and (iii) promote

the success of the Company’s business.

The Plan provides for incentive awards that are only made in the form of stock appreciation

rights payable in cash (“SARs”).

No shares of common stock were reserved in connection with the adoption of the Plan since

no shares will be issued pursuant to the Plan.

purposes of the 2020 Stock Appreciation Rights Plan are to:

(i) enable the Company to attract and retain the types of employees, consultants,

and directors (collectively, “Service Providers”) who will contribute to the Company’s long-range success;

incentives that align the interests of Service Providers with those of the shareholders of the Company;

and (iii) promote the success

of the Company’s business.

The Plan provides for incentive awards that are only made in the form of stock appreciation rights payable

in cash (“SARs”).

No shares of common stock were reserved in connection with the adoption of the Plan since no shares will

be issued pursuant to the Plan.

may be granted to any Service Provider.

7 unchanged sentences

the exercise price and medium of payment and vesting provisions, and to specify the provisions of the SAR Agreement relating to such

January 3, 2022, the Company granted, pursuant to the Plan, 12,033 SARs to 11 employees.

The exercise price of each SAR is $ 1.87 , which

was the closing price of the Company’s common stock on the date of grant.

Such SARs were fully vested and exercisable on the date

of the grant, expire on the fifth anniversary of the grant date and may be settled only in cash.

February 16, 2022, the company issued, pursuant to the Plan, 30,000 SARs to its Chief Executive Officer.

The exercise price of each SAR

is $ 2.50 , expire on the fifth anniversary of the grant date and may be settled only in cash.

The SARs will vest and become exercisable

in equal monthly installments over three years, subject to the Chief Executive Officer being in the continuous employ of the Company

on the applicable vesting date, and may be settled only in cash.

July 1, 2022, the Company granted, pursuant to the Plan, (i) 194,940 SARs to its Chief Executive Officer, (ii) 25,117 SARs to its former

Chief Executive Officer, (iii) 16,944 SARs to its Chief Technology Officer, and (iv) 69,470 SARs to its Chief Financial Officer.

exercise price of each such SAR is $ 2.50 , expire on the fifth anniversary of the grant date and may be settled only in cash.

will vest and become exercisable in equal monthly installments over three years, subject, in each case, to the applicable SAR holder

being in the continuous employ of the Company on the applicable vesting date, and may be only settled in cash.

on July 1, 2022, the Company granted, pursuant to the Plan, and employee retention agreements (i) 181,947

SARs to its President and Chief Executive Officer, (ii) 87,335

SARs to its Vice President of Business Development, (iii) 97,038

SARs to its Chief Technology Officer, and (iv) 97,038

SARs to its Chief Financial Officer.

The exercise price of each such SAR is $ 1.30 ,

which was the closing price of the Company’s common stock on the date of grant.

The SARs expire on the fifth anniversary of

the grant date and may be settled only in cash.

The SARs will vest and become exercisable on March 15, 2025, subject, in each case,

to the applicable SAR holder being in the continuous employ of the Company on the vesting date.

March 31, 2022, we granted 3,000 SARs to a consultant as partial compensation for services pursuant to his consulting agreement.

December 31, 2022, all such SARs had expired.

August 11, 2021, the Company granted, pursuant to the Plan, (i) 77,748

SARs to its President and Chief Executive Officer, (ii) 30,313

SARs to its Vice President of Business Development, (iii) 76,304

SARs to its Chief Technology Officer, and (iv) 48,580

SARs to its Chief Financial Officer.

The exercise price of each such SAR is $ 3.42 ,

which was the closing price of the Company’s common stock on the date of grant.

Such SARs expire on the fifth anniversary of

the grant date and may be settled only in cash.

Additionally, each such SAR will vest and become exercisable in three equal (as

closely as possible) installments on each of the first, second and third anniversaries of the grant date, subject, in each case, to

the applicable SAR holder being in the continuous employ of the Company on the applicable vesting date.

In the event of a Change in Control (as defined in the Plan), all SARs

will become immediately vested and exercisable as long as the holder is in the Company’s employ immediately prior to the Change

in Control, and will otherwise be on such terms set forth in our standard form Stock Appreciation Rights Agreement.

July 29, 2021, we granted 10,000 SARs to a consultant as partial compensation for services pursuant to his consulting agreement, and

on November 19, 2020, we granted 13,500 SARs to such consultant as partial compensation for services pursuant to his consulting agreement.

As of December 31, 2022, all such SARs had expired.

closing of the reverse acquisition of Sigma on December 29, 2023, the Company assumed 40,390

outstanding SARs.

Between December 29, 2023 and February 29, 2024, none

were forfeited or expired and no

SARs were issued or exercised.

Company recognizes compensation expense and a corresponding liability for the fair value of the SARs over the requisite service period

2 unchanged sentences

and any changes in fair value are reflected in income as of the applicable reporting date.

fair value of SAR awards was estimated using the Black-Scholes model with the following weighted-average assumptions for the twelve months

ended December 31, 2022:

of Share Based Payments Award Stock Options Valuation Assumptions

fair value of outstanding SAR awards was estimated using the Black-Scholes model with the following weighted-average assumptions for

the twelve months ended February 29, 2024:

Schedule of Share Based Payments Award Stock Options Valuation Assumptions

Dividend yield

1 unchanged sentence

0.22 - 2.79 %

0.39 - 0.40 %

Expected volatility

1 unchanged sentence

Expected life (in years)

activity for the years ended December 31, 2022 and 2021 was as follows:

of Stock Option Activity

activity for the year ended February 29, 2024 was as follows:

Schedule of Stock Option Activity

Weighted Average

SARs outstanding at December 31, 2020

Forfeited or cancelled

SARs outstanding December 31, 2021

SARs expected to vest in the future as of December 31, 2021

SARs exercisable at December 31, 2021

SARs vested, exercisable, and options expected to vest at December 31, 2021

SARs outstanding at December 31, 2021

SARs outstanding at February 28, 2023

SARs assumed pursuant to reverse acquisition

Forfeited or cancelled

SARs outstanding December 31, 2022

SARs expected to vest in the future as of December 31, 2022

SARs exercisable at December 31, 2022

SARs vested, exercisable, and options expected to vest at December 31, 2022

SARs outstanding February 29, 2024

SARs expected to vest in the future as of February 29, 2024

SARs exercisable at February 29, 2024

SARs vested, exercisable, and options expected to vest at February 29, 2024

aggregate intrinsic value is calculated as the difference between the exercise price of the underlying awards and the quoted price of

our common stock for those awards that have an exercise price below the $ 0.40 closing price of our common stock on December

our common stock for those awards that have an exercise price below the $ 2.99 closing price of our common stock on February 29, 2024.

All the SARs have an exercise price above $ 2.99 .

December 31, 2022, there was $ 982,519 of unrecognized share-based compensation expense related to unvested SARs with a weighted average

For the year ended February 29, 2024, $ 10,107 of share-based compensation

expense was recognized, and at

February 29, 2024, there was $ 79,978 of unrecognized share-based compensation expense related to unvested SARs with a weighted average

remaining recognition period of 1.08 years.

December 31, 2022, the Company had outstanding warrants to purchase a total of 3,823,279 shares of common stock.

February 29, 2024, the Company had outstanding warrants to purchase a total of 486,165 shares of common stock.

The warrants have exercise

prices that range from $ 2.50 to $ 17.50 , which if not exercised, will expire between May 24, 2023 and January 8, 2026 .

activity for the years ended December 31, 2022 and 2021 was as follows:

of Warranty Activity

prices that range from $ 3.02 to $ 350.00 , which if not exercised, will expire between March 15, 2024 and January 25, 2028 .

activity for the year ended February 29, 2024 was as follows:

Schedule of Warranty Activity

Weighted Average

Warrants outstanding at December 31, 2020

Forfeited or cancelled

Warrants outstanding at December 31, 2021

Warrants outstanding at February 28, 2023

Warrants assumed pursuant to reverse acquisition

Forfeited or cancelled

Warrants outstanding at December 31, 2022

7 – Income Taxes

Company accounts for income taxes in accordance with ASC Topic No.

This standard requires the Company to provide a net deferred

tax asset or liability equal to the expected future tax benefit or expense of temporary reporting differences between book and tax accounting

methods and any available operating loss or tax credit carryforwards.

Income tax returns open for examination by the Internal Revenue

Service consist of tax years ended December 31, 2019 through 2021.

Company had available at December 31, 2022 unused operating loss carryforwards of approximately $ 41,128,000 which

may be applied against future taxable income .

Losses incurred between 2010 and 2017, which total $ 9,820,000 expire in various

years through 2038, and the remainder of the losses, which total $ 31,308,000 can be carried forward indefinitely.

certain substantial changes in the Company’s ownership should occur, there could be an annual limitation on the amount of net

operating loss carryforward which can be utilized.

The amount of and ultimate realization of the benefits from the operating loss

carryforwards for income tax purposes is dependent, in part, upon the tax laws in effect, the future earnings of the Company and

other future events, the effects of which cannot be determined.

Because of the uncertainty surrounding the realization of the loss

carryforwards, the Company has established a valuation allowance equal to the tax effect of the loss carryforwards and other

temporary differences of approximately $ 8,575,900

and $ 6,771,000 at December

31, 2022 and 2021, respectively, and, therefore, no deferred tax asset has been recognized for the loss carryforwards.

tax assets are comprised of the following:

Schedule of Deferred Tax Assets

Deferred tax assets:

NOL carryover

Valuation allowance

Warrants outstanding at February 29, 2024

17 – Loss Per Share

following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of

dilutive potential common stock for the periods ended February 29, 2024 and 2023:

Schedule of Earnings Per Share, Basic and Diluted

Year Ended February

Loss from continuing operations

$ ( 6,656,837 )

$ ( 5,033,496 )

Net deferred tax asset

reconciliation of the provision for income taxes computed at the U.S.

federal statutory tax rate ( 21 %) to the Company’s effective

tax rate for the years ended December 31, 2022 and 2021 is as follows:

Schedule of Reconciliation of the Provision for Income Taxes

Preferred dividends

Loss from continuing operations applicable to common stockholders

( 6,663,962 )

( 5,033,496 )

Meals & Entertainment

Stock Compensation

Change in valuation allowance

Provision for Income Taxes

8 – Loss Per Share

following data show the amounts used in computing loss per share and the effect on income and the weighted average number of shares of

dilutive potential common stock for the periods ended December 31, 2022 and 2021:

Schedule of Earnings Per Share, Basic and Diluted

Year Ended December 31

Loss from continuing Operations available to common stockholders (numerator)

Loss from discontinued operations applicable to common stockholders

Net loss applicable to common stockholders

$ ( 7,339,276 )

3 unchanged sentences

common equivalent shares for the periods presented would have had an anti-dilutive effect.

At December 31, 2022, the Company had

outstanding warrants

to purchase 3,823,279 shares

of common stock, and stock

options exercisable for 1,799,053 shares

of common stock, 132 shares

of Series D Preferred Stock, convertible into 87,267 shares

of common stock, and 333 shares

of Series E Preferred Stock, which could be converted into 61,651 shares

of common stock, resulting in a potential total additional 5,771,250 shares

of common stock outstanding in the future.

At December 31, 2021, the Company had outstanding common

warrants which could be converted to 3,987,931 shares

of common stock, and stock

options exercisable for 1,395,882 shares

of common stock, 132 shares

of Series D Preferred Stock, convertible into 87,267 shares

of common stock, and 333 shares

of Series E Preferred Stock, convertible into 61,651 shares

of common stock, resulting in a potential total additional 5,532,731 shares

of common stock outstanding in the future.

9 – Commitments and Contingencies

Leases – The Company leases office and laboratory space under short term, cancelable operating leases.

Expense relating to

these operating leases was $ 108,099 and $ 101,004 for the years ended December 31, 2022 and 2021, respectively.

The future minimum lease

payments required under operating leases at December 31, 2022 were $ 7,233 .

At February 29, 2024, the Company had outstanding

warrants to purchase 486,165 shares of common stock, and stock options exercisable for 85,300 shares of common stock, 316 shares of Series

E Preferred Stock, which could be converted into 3,155 shares of common stock, 100,000 shares of Series G Preferred Stock, convertible

into 100,000 shares of common stock, 150,000 shares of Series H Preferred Stock, convertible into 150,000 shares of common stock, and

222,680 shares of Series I Preferred Stock, convertible into 222,680 shares of common stock, resulting in a potential total additional

1,047,300 shares of common stock outstanding in the future.

At February 28, 2023, the Company had no outstanding potentially dilutive

18 – Concentrations

– During the years ended December 31, 2022 and 2021, the Company had the following significant customers who accounted for

more than 10 % each of the Company’s revenue in at least one of the periods presented.

The change in the composition of customers

between the two years resulted primarily from the change of focus from sales to R&D customers to customers preparing to initiate

commercial production.

Schedule of Concentration of Risks

Receivable – The Company had the following significant customers who accounted for more than 10 % each of the Company’s

accounts receivable balance at December 31, 2022 and 2021, respectively.

11 - Defined Contribution Plan

The Company has adopted a qualified 401(K) plan (“the Plan”), in which all employees over the age of 21 may

Company makes a Safe Harbor contribution match of 100% of each participant’s contribution up to 3% of salary, and 50% of the

next 2% of salary contributed .

The matching contributions were $ 99,341

– During the years ended February 29, 2024 and February 28, 2023, the Company did not have any significant customers who accounted

for more than 10 % each of the Company’s revenue in at least one of the periods presented.

Receivable – The Company had no significant customers who accounted for more than 10 % each of the Company’s accounts

receivable balance at February 29, 2024 and February 28, 2023, respectively.

19 - Defined Contribution Plans

Company has adopted two qualified 401(K) plans (“the Plans”), in which all employees over the age of 21 may participate.

Depending on the Plan, the

Company makes either a Safe Harbor contribution match of 100% of each participant’s contribution up to 3% of salary, and 50%

of the next 2% of salary contributed, or a 3% non-elective contribution for all eligible participants .

contributions were $ 17,112

in 2024 and $ 6,997

12 – Related Party Transactions

of December 31, 2022, there are no related party transactions.

20 – Subsequent Events

January 26, 2023, the Company agreed to issue to a holder of 132 shares

of the Company’s outstanding Series D Preferred Stock (the “Preferred Shares”) a five-year warrant to purchase up

to 225,000 shares

of common stock of the Company at an initial exercise price of $ 0.58 per

share, the closing price of the common stock as reported on the Nasdaq Capital Market on such date, which exercise price is subject

to adjustment in the event of a stock split, reverse stock split and similar events.

The warrant was issued in consideration of the

holder’s agreement to convert, in full, the Series D Shares in accordance with their terms into 270,828 shares

of common stock, which equates to a conversion price of $ 0.58 per

In addition, the Company’s outstanding January 2020 warrants to purchase up to 516,400 shares

of common stock and April 2020 warrants to purchase up to 383,306 shares

of common stock, respectively, at an exercise price of $ 2.50 per

share contain full-ratchet anti-dilution provisions that are triggered by the sale or issuance of common stock or common stock

derivatives at an effective price per share below the exercise price of the warrants.

As a result, the exercise price of each of the

warrants was reduced to $ 0.58 per

share and the number of shares purchasable upon exercise of the April 2020 warrants was increased to 1,648,302 .

January 18, 2023, pursuant to a conversion notice, we issued 3,083 shares of common stock to a holder of 16.67 shares of our Series E

Preferred Stock, which includes the make-whole dividend and equates to a conversion price of $ 10.30 per share.

March 8, 2024, the Company held a Special Meeting of Stockholders in a virtual format.

The following proposals, constituting all of the

proposals, were voted on by stockholders:

The Company’s stockholders approved an amendment to the Current Articles of Incorporation to change the Company’s

corporate name to “NextTrip, Inc.”

The Company’s stockholders approved an amendment to the Current Articles to increase the number of shares of Company

common stock authorized for issuance thereunder from 1,200,000 shares to 250,000,000 shares.

The Company’s stockholders approved the adjournment of the Special Meeting by the chairman thereof to a later date

to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are

not sufficient votes to approve either of the foregoing proposals.

3 was approved by the Company’s stockholders, the chairman of the Special Meeting did not elect to adjourn the meeting,

as both of the other two proposals were also approved.

March 11, 2024, Sigma Additive Solutions, Inc.

(the “Company”) filed a Certificate of Amendment to its Amended and Restated

Articles of Incorporation (the “Charter Amendment”), as amended to date (the “Current Articles”), with the Secretary

of State of the State of Nevada, pursuant to which (i) the Company’s corporate name was changed from Sigma Additive Solutions,

to “NextTrip, Inc.” (the “Name Change”), and (ii) the number of shares of Company common stock authorized

for issuance under the Current Articles was increased from 1,200,000 shares to 250,000,000 shares (the “Increase in Authorized).

connection with the Name Change, effective as of the open of the market on March 13, 2024, the Company’s common stock began trading

on the Nasdaq Capital Market under the new ticker symbol “NTRP” (the “Ticker Symbol Change”).

The CUSIP of the

Company’s common stock remained unchanged.

March 15, 2024, the Company’s Board of Directors approved the Company to enter into an unsecured promissory note for a line of

credit with Messrs.

Monaco and Kerby, the Company’s Chairman of the Board of Directors and Chief Executive Officer, respectively,

for the aggregate principal amount of $ 500,000 .

Under the terms of the note, advances under the line of credit may be made at the Company’s

request until May 31, 2024.

The note bears an annual interest rate of 7.5 % and matures on February 28, 2025 , and may be prepaid by the

Company at any time prior to maturity without penalty.

As of April 19, 2024, the full principal amount of the note had been advanced

to the Company and remains outstanding.

April 25, 2024, the Company’s Board of Directors approved the Company to enter into a series of unsecured promissory notes

with certain related parties, including investors, directors, officers and employees, who shall individually provide funds for the

aggregate principal amount of $ 1,000,000 .

The notes bear an annual interest rate of 7.5 %

and shall mature one

year from the date of each note’s execution, and may be prepaid by the Company at any time prior to maturity without

On August 14, 2024, the Board of Directors approved an increase in the aggregate principal amount of the unsecured

promissory notes to $ 2,000,000 .

As of August 31, 2024, $ 1,416,553

had been advanced to the Company and remains outstanding.

June 17, 2024, the Company received a notification letter (the “Initial Notice”) from the Listing Qualifications Department

of The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that it was not in compliance with Nasdaq’s continued

listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”) as a result of its failure to timely file its Annual

Report on Form 10-K for the fiscal year ended February 29, 2024 (the “Form 10-K”).

July 17, 2024, the Company received an additional notification letter (the “Additional Notice,” and together with the Initial

Notice, the “Notices”) from Nasdaq stating that, because the Company has not filed its Quarterly Report on Form 10-Q for

the quarter ended May 31, 2024 (the “Form 10-Q”), and because the Company remains delinquent in filing the Form 10-K, the

Company remains noncompliant with the Rule.

of the Notices have an immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market, and, therefore,

the Company’s listing remains fully effective.

Notices require the Company to either file the delinquent Form 10-K and Form 10-Q with the Commission or submit a plan to regain compliance

with the Rule by August 16, 2024.

If Nasdaq accepts the Company’s plan, then Nasdaq may grant an exception of up to 180 calendar

days from the Form 10-K’s due date, or until December 10, 2024, to regain compliance.

If Nasdaq does not accept the Company’s

plan, then the Company will have the opportunity to appeal that decision to a Nasdaq Hearings Panel under Nasdaq Listing Rule 5815.

August 16, 2024, the Company submitted a plan to Nasdaq regain compliance with the Rule, including the steps the Company will take to

promptly file the Form 10-Q and regain compliance.

The Company has requested an extension until September 30, 2024.

There can be no assurance

that the Company will regain compliance with the Rule, secure an exception until September 30, 2024 to regain compliance, or maintain

compliance with other Nasdaq listing requirements.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures